Common use of Certain Amendments Clause in Contracts

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of September 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers or any other Debtor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers or any other Debtor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such Liens, except to the extent that a release of such Lien is provided for in Section 5.01 or (B) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement, or modification shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior First Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees Grantor shall cause that each new Second Priority Collateral Document under its a Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior First Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior First Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Barclays Bank PLC, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Credit Agreement Term Loan Facility dated as of September 27December 5, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.Barclays Bank PLC, as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement dated as of September 27December 5, 2018 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A.among Barclays Bank PLC, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedWILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Second Lien Collateral Agent, Honeywell International Inc.OCWEN LOAN SERVICING, HoldingsLLC, a Delaware limited liability company (the “Borrower”), the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities other Grantors from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior First Priority Representative and/or the Senior First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior First Priority Collateral 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 Senior First Priority Representatives, the Senior First Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior First Priority Collateral) in a manner that is applicable to all Senior First Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of (i) removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 5.01(a) or (Bii) impose imposing any additional duties that are adverse on any Second Priority Representative or Senior Subordinated otherwise adversely affecting any Second Priority Representative Representative’s rights, protections, immunities or indemnities without its prior written consent, consent and (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior First Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Lien Collateral Agent (acting with the consent of the requisite holders of Noteholders pursuant to the terms of the Second Lien Initial Agreement) and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior First Priority Representative or Senior First Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of the First Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and each Senior other First Priority Representative (acting with the consent of the requisite holders of each series of Senior Additional First Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Lead Borrower agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as collateral agent, pursuant to or in connection with the Senior Secured First Lien Term Loan Credit Agreement dated as of September 27March 1, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among HoldingsGreenlight Acquisition Corporation, the BorrowersATS Consolidated, Inc., American Traffic Solutions, Inc., LaserCraft, Inc., the lenders from time to time party thereto and JPMorgan Chase Bankthereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of September 27March 1, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bankamong Bank of America, N.A., as Senior Secured Administrative First Lien Collateral Agent, JPMorgan Chase BankBank of America, N.A., as Senior Secured Collateral AgentInitial Second Lien Representative, Deutsche Trustee Company LimitedGreenlight Acquisition Corporation, as Senior Subordinated Notes TrusteeATS Consolidated, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., HoldingsAmerican Traffic Solutions, Inc., LaserCraft, Inc. and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities other Grantors from time to time party thereto. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (Ai) have the effect of removing remove assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is as provided for in Section 5.01 5.01(a) or (Bii) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, consent and (y) written notice of such amendment, waiver or consent shall have been given by the Lead Borrower to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that consent (although the failure to give any such notice shall not in no way affect the effectiveness and validity thereof and (z) to the extent of such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicableconsent). (c) The Each of the Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the any Senior Priority Debt Documents Document may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each the Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Representatives, no such amendment, restatement, amendment and restatement, waiver, supplement, modification or modification Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (d) The Each of the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be amended, restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be refinanced, renewed, extended or replaced, in each case, Refinanced without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of (x) until the Discharge of First Lien Credit Agreement Obligations, the First Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and (y) each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall (1) contravene any provision of this Agreement. , or (e2) The reduce the capacity to incur Indebtedness for borrowed money constituting Senior Subordinated Priority Debt Documents (subject Obligations to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, an amount less than the aggregate principal amount of term loans and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replacedaggregate principal amount of revolving commitments, in each case, without under the consent Senior Priority Debt Documents on the day of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatementsupplement, waiver, supplement modification or modification shall contravene any provision of this AgreementRefinancing.

Certain Amendments. FATS will not, and will not cause or ------------------ permit any of its subsidiaries to, enter into any amendment, modification or waiver that is adverse in any respect to the Lenders to (a) No Second Priority Collateral Document the Certificate of Incorporation, By-laws or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented comparable governing instruments of FATS or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent with any of its subsidiaries, (b) the Recapitalization Agreement, Shareholders Agreement, Seller Registration Rights Agreement, Buyer Registration Rights Agreement and Escrow Agreement as in effect on the Closing Date or (c) the Note Documents or any other 122 documents establishing and setting forth the rights and terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendmentsthe Permitted Senior Subordinated Notes, supplements or other modifications to the Second Priority Collateral Documents Permitted Senior Preferred Stock, the Permitted Junior Preferred Stock, the Warrants or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents holders thereof as in effect on the Closing Date or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise Refinancing Securities or the holders thereof as in effect upon the issuance thereof. The Borrower will promptly provide the Lenders with copies of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject all proposed amendments to the limitations foregoing documents and instruments. Notwithstanding the foregoing provisions of this Section 6.13: (I) the Intercreditor Agreement dated as of September 27, 2018 (as amended, restated, supplemented or otherwise modified from time to timeinterest rate and/or the dividend rate on Permitted Senior Subordinated Notes, the “Intercreditor Agreement”)Permitted Senior Preferred Stock and the Refinancing Securities may be changed, among, inter alia, JPMorgan Chase Bank, N.A., so long as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as the weighted average interest and dividend rate on the Refinancing Securities and remaining Permitted Senior Subordinated Notes Trusteeand Permitted Senior Preferred Stock shall be no greater than 13.00% per annum of the principal amount and/or liquidation preference thereof, Deutsche Bank AG(II) the maturity and redemption dates of the Refinancing Securities, London Branch, as the Permitted Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this AgreementPermitted Senior Preferred Stock may be changed, so long as, after giving effect to any such changes, the terms of the Intercreditor Agreement Refinancing Securities, the Permitted Senior Subordinated Notes, the Permitted Senior Preferred Stock and any related agreement or instrument shall govern.” not require, prior to the first anniversary of the Tranche B Maturity Date, any principal payment, mandatory redemption, amortization payment, sinking fund payment or mandatory repurchase payment (b) In whether such payment is fixed, contingent or exercisable at the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect option of any holder thereof), except for mandatory prepayment or redemption provisions no more favorable in any respect to the holders of such securities than the corresponding mandatory prepayment and redemption provisions of the Permitted Senior Priority Collateral Documents Subordinated Notes and the Permitted Senior Preferred Stock in effect as of the Closing Date, (III) any affirmative covenants, negative covenants, events of default, remedies or representations and warranties for the purpose benefit of adding the holders of the Permitted Senior Subordinated Notes, the Permitted Junior Preferred Stock and the Warrants may be waived or made less restrictive and (IV) the Note Documents and the documents and instruments relating to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing the Refinancing Securities may be amended in any other manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers or any other Debtor thereunder (including the release of any Liens which has been approved in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action writing by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers or any other Debtor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such Liens, except to the extent that a release of such Lien is provided for in Section 5.01 or (B) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, Required Lenders and (y) written notice so long as the Agent or any of its Affiliates owns any Permitted Senior Subordinated Notes, Permitted Senior Preferred Stock or Refinancing Securities which are the subject of any such proposed amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative by Lenders (as applicableother than the Agent) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each Second Priority Representative (acting with the consent holding a majority of the requisite holders Loans, Letter of each series of Second Priority Debt Obligations) Credit Exposure, Swingline Exposure and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no unused Commitments held by such amendment, restatement, amendment and restatement, waiver, supplement, or modification shall contravene any provision of this Agreementother Lenders. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.XXXXXXX XXXXX BANK USA, as collateral administrative agent, pursuant to or in connection with the Senior Secured Term Loan Credit Agreement Agreement, dated as of September 27August 21, 2018 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.XXXXXXX SACHS BANK USA, as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of September 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 5.01(a) or (B) impose amend, modify or otherwise affect the rights or duties that are adverse on of any Second Priority Representative or Senior Subordinated in its role as Second Priority Representative without its prior written consent, and (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each the Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Representatives, no such amendment, restatement, amendment and restatement, waiver, supplement, modification or modification Refinancing (or successive amendments, restatements, supplements, modifications or Refinancing) shall contravene any provision of this Agreement and provided further that in the case of any Refinancing, the Representative for the new debt shall execute a Joinder Agreement. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinancedRefinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of the First Lien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Term Credit Agreement) and each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall (1) contravene any provision of this Agreement, (2) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) of indebtedness under the Second Priority Debt Documents, or (3) reduce the capacity to incur Indebtedness for borrowed money constituting Senior Obligations to an amount less than the aggregate principal amount of term loans and aggregate principal amount of revolving commitments, in each case, under the Senior Priority Debt Documents on the day of any such amendment, restatement, supplement, modification or Refinancing; provided further that in the case of any Refinancing, the Representative for the new debt shall execute a Joinder Agreement. (e) The Borrowers agree to deliver to the Designated Senior Subordinated Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Debt Collateral Documents and (subject ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. The Borrowers agree to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and deliver to the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Designated Second Priority Representative copies of (i) any amendments, supplements or Second Priority Secured Party, provided, however, that, without other modifications to the consent of each Senior Priority Representative Collateral Documents and (acting with the consent of the requisite holders of each series of ii) any new Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this AgreementCollateral Documents promptly after effectiveness thereof.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.BARCLAYS BANK PLC, as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27June 7, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.BARCLAYS BANK PLC, as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement Agreement, dated as of September 27, 2018 [___] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A.among BARCLAYS BANK PLC, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company Limited[__], as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Second Lien Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers Borrower and their subsidiaries and certain of its affiliated entities party thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers or any other Debtor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers or any other Debtor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such Liens, except to the extent that a release of such Lien is provided for in Section 5.01 or (B) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement, or modification shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Without the consent of the Designated First Priority Representative, no Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would (w) adversely affect the Lien priority rights of the First Priority Secured Parties or the rights of the First Priority Secured Parties to receive payments owing pursuant to the First Priority Debt Documents, (x) add any Liens securing the Collateral (other than to the extent permitted under this Agreement), (y) confer any additional rights on the Second Priority Secured Parties in a manner adverse to the First Priority Secured Parties or (z) be prohibited by or inconsistent with contravene any of the terms of the Initial Second Lien Debt Agreements or this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior First Priority Representative Representatives copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated such Second Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior First Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] [pursuant to this Agreement Agreement] are expressly subject and subordinate to the liens and security interests granted in favor of the Senior First Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.(a) Alter Domus Products Corp., as collateral agentadministrative agent (the “Exchange Credit Facility Agent”) under the Exchange Credit Agreement (as defined in the First Lien/Second Lien Intercreditor Agreement) or (b) Alter Domus Products Corp., pursuant as administrative agent (the “Existing Credit Facility Agent”) under the Existing Credit Agreement (as defined in the First Lien/Second Lien Intercreditor Agreement), and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to or in connection with the Senior Secured Credit limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of September 27August 19, 2018 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of September 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), amongamong the Exchange Credit Facility Agent, inter aliathe Existing Credit Facility Agent, JPMorgan Chase BankAnkura Trust Company, N.A.LLC, as Senior Secured Administrative AgentInitial Second Lien Representative, JPMorgan Chase BankThe GEO Group, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., GEO Corrections Holdings, Inc., and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities other Grantors (as defined therein) party thereto. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior First Priority Representative and/or the Senior First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior First Priority Collateral 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 Senior First Priority Representatives, the Senior First Priority Secured Parties, Holdingsany Borrower, the Notes Issuers, the Borrowers or any other Debtor Grantor thereunder (including the release of any Liens in Senior First Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities), then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representativeany Borrower, Holdings, the Notes Issuers, the Borrowers or any other DebtorGrantor; provided, however, that (xA) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 or 5.01(a), (B) no such amendment shall impose any additional duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consentconsent and (C) any such amendment, waiver, or modification that materially and adversely affects the rights of the Second Priority Secured Parties and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to any Second Priority Collateral Document without the consent of the Second Priority Representative (y) as directed or with the consent of the Second Priority Secured Parties holding a majority in the aggregate principal amount of the outstanding Second Priority Debt Obligations). The relevant First Priority Representative shall give written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent of such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicableconsent. (c) The Senior First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, terms without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities ; provided for herein or the other provisions hereof; provided, however, that, without the consent of each the Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Representatives, no such amendment, restatement, amendment and restatement, waiver, supplement, modification or modification Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, terms without the consent of any Senior First Priority Representative or Senior First Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, ; provided that, without the consent of each Senior the Designated First Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Representative, no such amendment, restatement, amendment and restatementsupplement, waivermodification or Refinancing (or successive amendments, supplement restatements, supplements, modifications or modification Refinancings) shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Issuer agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankU.S. Bank Trust Company, N.A.National Association, as notes collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement Indenture dated as of September 27August 8, 2018 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among HoldingsAccelerate Diagnostics, the BorrowersInc. and U.S. Bank Trust Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.National Association, as administrative trustee and notes collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of September 27August 8, 2018 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), amongamong U.S. Bank Trust Company, inter alia, JPMorgan Chase Bank, N.A.National Association, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Super-Priority Collateral Agent, Deutsche Trustee Company LimitedU.S. Bank Trust Company, National Association, as Senior Subordinated Notes TrusteeInitial Second Lien Representative, Deutsche Bank AGAccelerate Diagnostics, London BranchInc., as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, issuer and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party other parties thereto. In the event of any conflict between the terms of the 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 each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Issuer or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Issuer or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (Ai) have the effect of removing remove assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is as provided for in Section 5.01 5.01(a) or (Bii) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, consent and (y) written notice of such amendment, waiver or consent shall have been given by the Issuer to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that consent (although the failure to give any such notice shall not in no way affect the effectiveness and validity thereof and (z) to the extent of such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicableconsent). (c) The Each of the Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the any Senior Priority Debt Documents Document may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each the Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Representatives, no such amendment, restatement, amendment and restatement, waiver, supplement, modification or modification Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (d) The Each of the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be refinanced, renewed, extended or replaced, in each case, Refinanced without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of (x) until the Discharge of Super-Priority Notes Obligations, the Super-Priority Collateral Agent, acting with the consent of the Required Holders (as such term is defined in the Super-Priority Notes Indenture) and (y) each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall (1) contravene any provision of this Agreement. , or (e2) The reduce the capacity to incur Indebtedness for borrowed money constituting Senior Subordinated Priority Debt Documents (subject Obligations to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, an amount less than the aggregate principal amount of notes and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replacedterm loans and aggregate principal amount of revolving commitments, in each case, without under the consent Senior Priority Debt Documents on the day of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatementsupplement, waiver, supplement modification or modification shall contravene any provision of this AgreementRefinancing.

Certain Amendments. (a) No Second Priority Collateral Debt Document or Senior Subordinated (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior Priority Collateral Document) may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any such new Second Priority Collateral Debt Document or Senior Subordinated Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Credit Suisse AG, as collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27January 15, 2018 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of September 27January 15, 2018 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A.among Credit Suisse AG, as Senior Secured First Lien Administrative Agent, JPMorgan Chase Bank, N.A.Credit Suisse AG, as Senior Secured Collateral Second Lien Administrative Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers WTG Holdings II Corp. and their its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 or (B5.01(a) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, and (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness Indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, case without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Lien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the Second Lien Credit Agreement) and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Additional Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement, modification (including self effecting or other modifications pursuant to Section 2.14 of the First Lien Credit Agreement) or Refinancing shall result in (1) the aggregate amount of Senior Priority Obligations in existence (or permitted to be incurred) on the date of such amendment, restatement, amendment and restatement, waiver, supplement, modification shall contravene or refinancing exceeding the Senior Priority Cap Amount, (2) a reduction of the Second Lien Cap or (3) the issuance, incurrence or existence of any provision Indebtedness under the First Lien Credit Agreement Loan Documents (for the avoidance of this doubt, excluding Indebtedness in the form of notes, bonds or other debt securities) having an “Applicable Rate” (or similar component of the interest rate provisions applicable thereto) that exceeds by more than 4.00% per annum (x) if such Indebtedness is in the form of term loans, the “Applicable Rate” as of the date hereof applicable to the Term Loans (as defined in the First Lien Credit Agreement) or (y) if such Indebtedness is in the form of a revolving credit facility, the “Applicable Rate” as of the date hereof applicable to the Revolving Credit Facility (as defined in the First Lien Credit Agreement), in each case excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent related fees payable in the event of an amendment) or (C) resulting from an increase in the underlying reference rate and not the “Applicable Rate”. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness Indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replacedRefinanced, in each case, case without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of the First Lien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, supplement, modification (including self effecting or other modifications pursuant to Section 2.14 of the Second Lien Credit Agreement) or Refinancing shall (1) result in (x) the aggregate amount of Second Priority Obligations in existence on the date of such amendment, restatement, amendment and restatement, waiver, supplement supplement, modification or refinancing exceeding the Second Lien Cap, (y) a reduction of the First Lien Cap or (z) the issuance, incurrence or existence of any Indebtedness under the Second Lien Credit Agreement Loan Documents (for the avoidance of doubt, excluding Indebtedness in the form of notes, bonds or other debt securities) having an “Applicable Rate” (or similar component of the interest rate provisions applicable thereto) that exceeds by more than 4.00% per annum the “Applicable Rate” as of the date hereof applicable to the Term Loans (as defined in the Second Lien Credit Agreement), excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent related fees payable in the event of an amendment) or (C) resulting from an increase in the underlying reference rate and not the “Applicable Rate”, (2) accelerate any date upon which a scheduled payment of principal or interest is due, (3) modify (or have the effect of a modification shall contravene of) the mandatory prepayment provisions of the Second Priority Debt Documents in a manner materially adverse to the Senior Priority Secured Parties, or (4) increase materially the obligations of the obligor thereunder or confer any provision additional material rights on the Second Priority Secured Parties (or a representative on their behalf) which would be materially less favorable to any loan parties thereunder, taken as a whole, than the corresponding provisions of this Agreement. (e) The the Senior Subordinated Priority Debt Documents (subject to Section 5.03(aother than for periods following the Latest Maturity Date (as defined in the First Lien Credit Agreement)) ); provided that the Second Priority Debt Documents may be amended, restated, waivedamended and restated, supplemented or otherwise modified in accordance with their termsto modify or add covenants, and defaults or other provisions to the indebtedness under extent the corresponding provisions of the Senior Subordinated Priority Debt Documents have been amended, restated, amended and restated, supplemented, modified or Refinanced, with cushions (subject to Section 5.03(a)where applicable) may be refinancedconsistent with the cushions as of the date hereof included in comparable covenants, renewed, extended or replaced, defaults and other provisions in each case, without the consent of any applicable Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this AgreementDocuments.

Certain Amendments. (a) No Second Priority Collateral Debt Document or Senior Subordinated (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior Priority Collateral Document) may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any such new Second Priority Collateral Debt Document or Senior Subordinated Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers Each Grantor shall cause and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the each Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (for itself and Representative, on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility) and , consents to each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility)Grantor causing, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicableother than this Agreement) shall to include the following language (or language to a similar effect as reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27February 5, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agent, and the other parties thereto, thereto and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of contained in the First Lien/Second Lien Intercreditor Agreement dated as of September 27February 5, 2018 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), amongamong Credit Suisse AG, inter alia, JPMorgan Chase Bank, N.A.Cayman Islands Branch, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedWilmington Trust, National Association, as Senior Subordinated Second Lien Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc.SolarWinds Intermediate Holdings I, Holdings, the Notes Issuers, the Borrowers Inc. and their its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of (1) removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 5.01(a) hereof and (2) increasing the duties or (B) impose duties that are adverse on any liabilities or reducing the rights or immunities of the Second Priority Representative Lien Notes Trustee or Senior Subordinated Priority Representative Second Lien Notes Collateral Agent, without its the prior written consentconsent of the Second Lien Notes Trustee or Second Lien Notes Collateral Agent, as applicable, and (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness Indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, case without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Lien Notes Trustee, acting with the consent of the Required Holders (as such term is defined in the Second Lien Notes Indenture) and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Additional Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement, modification (including self-effecting or modification shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject other modifications pursuant to Section 5.03(a)2.19 of the First Lien Credit Agreement) may or Refinancing shall result in (1) the aggregate principal amount of Indebtedness consisting of Senior Priority Obligations in existence on the date of such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing, or permitted to be amendedincurred, restatedexceeding the Maximum Senior Priority Obligations Amount, waived, supplemented or otherwise modified in accordance with their terms, and (2) a reduction of the indebtedness aggregate amount of Indebtedness that is permitted to be outstanding under the Second Priority Debt Documents below the then-outstanding aggregate principal amount of Indebtedness under the Second Priority Debt Documents, (subject to Section 5.03(a)3) may modify or add any covenant or event of default under the Senior Priority Debt Documents that directly restricts any Grantor from making payments of the Second Priority Obligations that would otherwise be refinancedpermitted under the First Lien Credit Agreement as in effect on the date hereof or (4) the issuance, renewed, extended incurrence or replaced, in each case, without the consent existence of any Indebtedness under the Senior Priority Representative Debt Documents (for the avoidance of doubt, excluding Indebtedness in the form of notes, bonds or Senior Priority Secured Party other debt securities) having an applicable margin or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent similar component of the requisite holders of each series of Senior Priority Obligationsinterest rate (including any interest rate floor) and each Senior Subordinated Priority Representative (acting with the consent “Interest Rate Margin”) that exceeds by more than 4.00% per annum the Interest Rate Margin as of the requisite holders of each series of Senior Subordinated Priority Debt Obligationsdate hereof applicable to the Initial Term Loans (as defined in the First Lien Credit Agreement as in effect on the date hereof), no such excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent related fees payable in the event of an amendment or (C) resulting from an increase in the underlying reference rate not caused by an amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any modification; provided that no Senior Priority Representative (or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent represented by it) shall be deemed to be in violation of each this clause (4) unless such Senior Priority Representative (acting at the direction, or with the consent consent, of the requisite holders of each series of Senior Priority ObligationsSecured Parties represented by it) and each Second Priority Representative (acting with consents or otherwise agrees in writing to such issuance, incurrence or existence of Indebtedness under the consent of the requisite holders of each series of Second Senior Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this AgreementDocuments.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankUBS AG, N.A.STAMFORD BRANCH, as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27August 4, 2018 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase BankUBS AG, N.A.STAMFORD BRANCH, as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement Agreement, dated as of September 27, 2018 [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), amongamong UBS AG, inter alia, JPMorgan Chase Bank, N.A.STAMFORD BRANCH, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company Limited[ ], as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Second Lien Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers Borrower and their subsidiaries and certain of its affiliated entities party thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers or any other Debtor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers or any other Debtor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such Liens, except to the extent that a release of such Lien is provided for in Section 5.01 or (B) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement, or modification shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Debt Document or Senior Subordinated (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior Priority Collateral Document) may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any such new Second Priority Collateral Debt Document or Senior Subordinated Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to a similar effect as reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of (A) the Senior Priority Secured Parties (as defined in the Term Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Credit Suisse AG, as collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27April 1, 2018 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase Credit Suisse AG, as administrative agent, and the other parties thereto and (B) the ABL Secured Parties on the ABL Priority Collateral (each as defined in the ABL/Term Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxx Fargo Bank, N.A., as collateral agent, pursuant to or in connection with the ABL Credit Agreement dated as of April 1, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Xxxxx Fargo Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of contained in (A) the First Lien/Second Lien Intercreditor Agreement dated as of September 27April 1, 2018 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Intercreditor Agreement”), amongamong Credit Suisse AG, inter aliaas First Lien Administrative Agent, JPMorgan Chase Credit Suisse AG, as Second Lien Administrative Agent, GYP Holdings III Corp. and its subsidiaries and affiliated entities party thereto and (B) the ABL/Term Intercreditor Agreement dated as of April 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ABL/Term Intercreditor Agreement” and, together with the Term Intercreditor Agreement, the “Intercreditor Agreements”), among Credit Suisse AG, as Representative for the Initial First Lien Tem Secured Parties, Credit Suisse AG, as Representative for the Initial Second Lien Term Secured Parties, Xxxxx Fargo Bank, N.A., as Senior Representative for the ABL Secured Administrative AgentParties, JPMorgan Chase Bank, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers GYP Holdings III Corp. and their its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement Agreements and the terms of this Agreement, the terms of the Intercreditor Agreement Agreements shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 or (B5.01(a) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, hereof and (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness Indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, case without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Lien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the Second Lien Credit Agreement) and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Additional Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement, modification (including self effecting or other modifications pursuant to Section 2.12 of the First Lien Credit Agreement) or Refinancing shall result in (1) the aggregate amount of Senior Priority Obligations in existence (or permitted to be incurred) on the date of such amendment, restatement, amendment and restatement, waiver, supplement, modification shall contravene or refinancing exceeding the Senior Priority Cap Amount, (2) a reduction of the Second Lien Cap or (3) the issuance, incurrence or existence of any provision Indebtedness under the First Lien Credit Agreement Loan Documents (for the avoidance of this doubt, excluding Indebtedness in the form of notes, bonds or other debt securities) having an “Applicable Rate” (or similar component of the interest rate provisions applicable thereto) that exceeds by more than 4.00% per annum the “Applicable Rate” as of the date hereof applicable to the Term Loans (as defined in the First Lien Credit Agreement), excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent related fees payable in the event of an amendment or (C) resulting from an increase in the underlying reference rate and not the “Applicable Rate”. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness Indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replacedRefinanced, in each case, case without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of the First Lien Administrative Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, supplement, modification (including self effecting or other modifications pursuant to Section 2.12 of the Second Lien Credit Agreement) or Refinancing shall (1) result in (x) the aggregate amount of Second Priority Obligations in existence on the date of such amendment, restatement, amendment and restatement, waiver, supplement supplement, modification or refinancing exceeding the Second Lien Cap, (y) a reduction of the First Lien Cap or (z) the issuance, incurrence or existence of any Indebtedness under the Second Lien Credit Agreement Loan Documents (for the avoidance of doubt, excluding Indebtedness in the form of notes, bonds or other debt securities) having an “Applicable Rate” (or similar component of the interest rate provisions applicable thereto) that exceeds by more than 4.00% per annum the “Applicable Rate” as of the date hereof applicable to the Term Loans (as defined in the Second Lien Credit Agreement), excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent related fees payable in the event of an amendment or (C) resulting from an increase in the underlying reference rate and not the “Applicable Rate”, (2) accelerate any date upon which a scheduled payment of principal or interest is due (other than as the result of the addition, modification shall contravene any provision or occurrence of this Agreement. an event of default under the Second Lien Priority Debt Documents), or (e3) The Senior Subordinated modify (or have the effect of a modification of) the mandatory prepayment provisions of the Second Priority Debt Documents in a manner materially adverse to the Senior Priority Secured Parties (subject to Section 5.03(aother than, in the case of each of the foregoing clauses (1) through (3)) , for periods following the Latest Maturity Date (as defined in the First Lien Credit Agreement)); provided that the Second Priority Debt Documents may be amended, restated, waivedamended and restated, supplemented or otherwise modified in accordance with their termsto modify or add covenants, and defaults or other provisions to the indebtedness under extent the corresponding provisions of the Senior Subordinated Priority Debt Documents have been amended, restated, amended and restated, supplemented, modified or Refinanced, with cushions (subject to Section 5.03(a)where applicable) may be refinancedconsistent with the cushions as of the date hereof included in comparable covenants, renewed, extended or replaced, defaults and other provisions in each case, without the consent of any applicable Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this AgreementDocuments.

Certain Amendments. (a) No Second Priority Collateral Debt Document or Senior Subordinated (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior Priority Collateral Document) may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any such new Second Priority Collateral Debt Document or Senior Subordinated Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers Each Grantor shall cause and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the each Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (for itself and Representative, on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility) and , consents to each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility)Grantor causing, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicableother than this Agreement) shall to include the following language (or language to a similar effect as reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27February 5, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agent, and the other parties thereto, thereto and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of contained in the First Lien/Second Lien Intercreditor Agreement dated as of September 27March 15, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), amongamong Credit Suisse AG, inter alia, JPMorgan Chase Bank, N.A.Cayman Islands Branch, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedWilmington Trust, National Association, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Second Lien Collateral Agent, Honeywell International Inc.SolarWinds Intermediate Holdings I, Holdings, the Notes Issuers, the Borrowers Inc. and their its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of (1) removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 5.01(a) hereof and (2) increasing the duties or (B) impose duties that are adverse on any liabilities or reducing the rights or immunities of the Second Priority Representative or Senior Subordinated Priority Representative Lien Collateral Agent, without its the prior written consentconsent of the Second Lien Collateral Agent, as applicable, and (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness Indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, case without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the Second Lien Credit Agreement) and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Additional Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement, modification (including self-effecting or modification shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject other modifications pursuant to Section 5.03(a)2.19 of the First Lien Credit Agreement) may or Refinancing shall result in (1) the aggregate principal amount of Indebtedness consisting of Senior Priority Obligations in existence on the date of such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing, or permitted to be amendedincurred, restatedexceeding the Maximum Senior Priority Obligations Amount, waived, supplemented or otherwise modified in accordance with their terms, and (2) a reduction of the indebtedness aggregate amount of Indebtedness that is permitted to be outstanding under the Second Priority Debt Documents below the then-outstanding aggregate principal amount of Indebtedness under the Second Priority Debt Documents, (subject to Section 5.03(a)3) may be refinanced, renewed, extended the modification or replaced, in each case, without the consent addition of any covenant or event of default under the Senior Priority Representative Debt Documents that directly restricts any Grantor from making payments of the Second Priority Obligations that would otherwise be permitted under the First Lien Credit Agreement as in effect on the First Amendment Date, (4) the modification of the provisions under the First Lien Credit Agreement restricting and/or limiting assignments of Term Loans (as defined in the First Lien Credit Agreement on the date hereof) to Sponsor Permitted Assignees (as defined in the First Lien Credit Agreement on the date hereof) in a manner directly materially adverse to the lenders or noteholders under any Second Priority Debt Facilities or (5) the issuance, incurrence or existence of any Indebtedness under the Senior Priority Secured Party Debt Documents (for the avoidance of doubt, excluding Indebtedness in the form of notes, bonds or any Senior Subordinated Priority Representative other debt securities) having an applicable margin or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent similar component of the requisite holders of each series of Senior Priority Obligationsinterest rate (including any interest rate floor) and each Senior Subordinated Priority Representative (acting with the consent “Interest Rate Margin”) that exceeds by more than 4.50% per annum the Interest Rate Margin as of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsFirst Amendment Date applicable to the Initial US Term Loans (as defined in the First Lien Credit Agreement as in effect on the First Amendment Date), no such excluding the effect of increases (A) resulting from the accrual of interest at the default rate, (B) resulting from fees, including from any amendment, waiver or consent related fees payable in the event of an amendment or (C) resulting from an increase in the underlying reference rate not caused by an amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any modification; provided that no Senior Priority Representative (or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent represented by it) shall be deemed to be in violation of each this clause (5) unless such Senior Priority Representative (acting at the direction, or with the consent consent, of the requisite holders of each series of Senior Priority ObligationsSecured Parties represented by it) and each Second Priority Representative (acting with consents or otherwise agrees in writing to such issuance, incurrence or existence of Indebtedness under the consent of the requisite holders of each series of Second Senior Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this AgreementDocuments.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Junior Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Junior Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Junior Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Junior Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Junior Priority Representative (Representative, for itself and on behalf of each Second other Junior Priority Secured Party under its Second the applicable Junior Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Junior Priority Collateral Document under its Second the applicable Junior Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “"Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBANK OF AMERICA, N.A., as collateral agent, pursuant to or in connection with under the Senior Secured Credit Agreement dated as of September 27[●], 2018 2023 (as amended, increased, extended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdingsthe Borrower, the BorrowersGuarantors party thereto, the lenders and letter of credit issuers from time to time party thereto and JPMorgan Chase BankBANK OF AMERICA, N.A., as administrative agent and collateral agent, and the other parties theretoCredit Documents (as defined therein), and (ii) the exercise of any right or remedy by the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement Agreement, dated as of September 27[●], 2018 20[●] (as amended, restated, supplemented or otherwise modified from time to time, the “"Junior Priority Intercreditor Agreement”"), among, inter alia, JPMorgan Chase Bankamong BANK OF AMERICA, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Credit Facilities Collateral Agent, Deutsche Trustee Company Limited, [●] as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Junior Priority Collateral Agent, Honeywell International Inc., Holdingsthe Borrower, the Notes Issuers, the Borrowers other grantors from time to time party thereto and their subsidiaries and affiliated entities each additional representative from time to time party thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.”" (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the other Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Junior Priority Collateral Document without the consent of any Second Junior Priority Representative or any Second Junior Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Junior Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of (i) removing assets subject to the Lien of any Second Junior Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 or 5.01(a), (Bii) impose imposing additional duties that are materially adverse on any Second Priority Representative or Senior Subordinated Junior Priority Representative without its prior written consent, consent or (iii) altering the terms of the Junior Priority Collateral Documents to permit other Liens on the Collateral not permitted under the terms of the Junior Priority Debt Documents as in effect on the date hereof or Article 6 hereof and (y) written notice of such amendment, waiver or consent shall have been given to each Second Junior Priority Representative or Senior Subordinated Priority Representative (as applicable) within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that consent (although the failure to give any such notice shall not in no way affect the effectiveness and validity thereof and (z) to the extent of any such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicableconsent). (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Junior Priority Representative or Second Junior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Junior Priority Collateral Agent, acting with the consent of the requisite holders under the applicable Junior Priority Debt Facilities and each Second other Junior Priority Representative (acting with the consent of the requisite holders of each series of Second Additional Junior Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification shall contravene any provision of the express provisions of this Agreement. (d) The Second Junior Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Junior Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replacedRefinanced, in each case, without the consent of any Senior Priority Representative or other Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of each the Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Representative, no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Junior Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Junior Priority Collateral Document, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Junior Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Junior Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Junior Priority Representative (Representative, for itself and on behalf of each Second Junior Priority Secured Party under its Second Junior Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Junior Priority Collateral Document under its Second Junior Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCOÖPERATIEVE RABOBANK U.A., N.A.NEW YORK BRANCH, as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27March 26, 2018 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among HoldingsTOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., TOTAL PRODUCE NORDIC A/S (collectively, the “Borrowers”), the lenders from time to time party thereto thereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as revolving administrative agent and JPMorgan Chase Bankcollateral agent, BANK OF AMERICA, N.A., as term administrative agent, and the other parties theretoparty thereto from time to time, and (ii) the exercise of any right or remedy by the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of September 27[ ], 2018 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), amongamong COÖPERATIEVE RABOBANK U.A., inter alia, JPMorgan Chase Bank, N.A.NEW YORK BRANCH, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Credit Agreement Collateral Agent, Deutsche Trustee Company Limited[ ], as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, Initial Junior Lien Representative and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party theretoBorrowers. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this AgreementAgreement (except with respect to [identify section(s) of Agreement that grant the security interest and describe the obligations secured by security interest] and the definitions of defined terms used therein), the terms of the Junior Lien Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers or any other Debtor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers or any other Debtor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such Liens, except to the extent that a release of such Lien is provided for in Section 5.01 or (B) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement, or modification shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Designated Second Priority Representative agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Junior Priority Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27November 9, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Xxxx Xxxxxx Holdings, the BorrowersInc., the lenders from time to time party thereto and JPMorgan Chase Bankthereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement dated as of September 27[ ], 2018 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bankamong Bank of America, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company Limited[ ], as Senior Subordinated Notes TrusteeInitial Second Lien Representative, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., [Xxxx Xxxxxx Holdings, Inc.] and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party other parties thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (Ai) have the effect of removing remove assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is as provided for in Section 5.01 5.01(a) or (Bii) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, consent and (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Each of the Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the any Senior Priority Debt Documents Document may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each the Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Representatives, no such amendment, restatement, amendment and restatement, waiver, supplement, modification or modification Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (d) The Each of the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be amended, restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be refinanced, renewed, extended or replacedRefinanced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of (x) until the Discharge of First Lien Credit Agreement Obligations, the First Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and (y) each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall (1) contravene any provision of this Agreement. , or (e2) The reduce the capacity to incur Indebtedness for borrowed money constituting Senior Subordinated Priority Debt Documents (subject Obligations to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, an amount less than the aggregate principal amount of term loans and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replacedaggregate principal amount of revolving commitments, in each case, without under the consent Senior Priority Debt Documents on the day of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatementsupplement, waiver, supplement modification or modification shall contravene any provision of this AgreementRefinancing.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. . (b) The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility)Party, agrees that each Second Priority Collateral Debt Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior First Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant Representative on the Shared Collateral (as defined in the Intercreditor Agreement referred to this Agreement below) are expressly subject and subordinate to the liens and security interests granted in favor of the Senior First Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder in respect of such Shared Collateral is subject to the limitations and provisions of the Non-Released Multi Lien Intercreditor Agreement dated as of September 27December 29, 2018 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Non-Released Multi Lien Intercreditor Agreement”), amongamong GLAS USA LLC as administrative agent for the Superpriority Secured Parties, inter aliaGLAS Americas LLC, as collateral agent for the Superpriority Secured Parties, U.S. Bank Trust Company, National Association, as trustee for the 2025 U.S. Notes Secured Parties, GLAS Americas LLC, as collateral agent for the 2025 U.S. Notes Secured Parties, U.S. Bank Trust Company, National Association, as trustee for the 2025 E.U. Notes Secured Parties, GLAS Americas LLC, as collateral agent for the 2025 E.U. Notes Secured Parties, JPMorgan Chase Bank, N.A., as Senior administrative #96358272v26 agent for the 2025 Credit Agreement Secured Administrative AgentParties, GLAS Americas LLC, as collateral agent for the 2025 Credit Agreement Secured Parties, JPMorgan Chase Bank, N.A., as Senior administrative agent for the 2023 Credit Agreement Secured Collateral AgentParties, Deutsche Trustee Company Limitedany Additional Second Priority Representative, Xxxxxxx Xxxxxxx, Incorporated, as Senior Subordinated Notes Trusteethe Company, Deutsche Bank AG, London Branch, and the other Grantors (as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities defined therein) party thereto. In the event of any conflict between the terms of the Non-Released Multi Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Non-Released Multi Lien Intercreditor Agreement shall govern.” (bc) In the event that each applicable Senior the First Priority Representative and/or the Senior First Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior First Priority Collateral 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 Senior First Priority RepresentativesRepresentative, the Senior other First Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Company or any other Debtor Grantor thereunder (including the release of any Liens in Senior First Priority Collateral) in a manner that is applicable ), or make any determination as to all Senior whether any property should become subject to any Lien securing any First Priority Debt FacilitiesObligation, then such amendment, waiver waiver, consent or consent determination shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any the Second Priority Representative or any other Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any the Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Company or any other DebtorGrantor, unless such automatic application would not comply with formal requirements for amending or changing documents under applicable law; provided, however, that (xi) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except (A) to the extent that a release of such Lien is provided for in Section 5.01 5.01(a) or Section 5.01(c), as applicable, or (B) impose duties that are adverse on following an Event of Default or in connection with or in lieu of any Second exercise of remedies by the First Priority Representative or Senior Subordinated any other First Priority Representative so long as any proceeds are applied in a manner that is consistent with this Agreement, and (ii) no such amendment shall impose any additional duties on the Second Priority Representative without its prior written consent, (y) . The First Priority Secured Parties shall give written notice of such amendment, waiver or consent shall have been given to each the Second Priority Representative or Senior Subordinated Priority Representative within ten (as applicable10) 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 and validity thereof and (z) to the extent of such amendment, waiver waiver, consent or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicabledetermination. (cd) The Senior First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior First Priority Debt Documents Facilities may be Refinanced, in each case, without the consent of any the Second Priority Representative or any other Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting (except to the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the extent a consent of each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing under the Second Priority Facilities); provided, however, that, without the consent of each of the Second Priority Representative, acting with the consent of the holders of at least a majority in aggregate principal amount outstanding under the applicable Second Priority Facility, any such amendment, restatement, amendment and restatement, waiver, supplement, modification or Refinancing shall comply with, and not contravene any provision of of, this Agreement. (de) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be refinanced, renewed, extended or replacedRefinanced, in each case, without the consent of any Senior the First Priority Representative or Senior any First Priority Secured Party (except to the extent a consent is required to permit such amendment, restatement, amendment and restatement, waiver, supplement, modification or any Senior Subordinated Refinancing under the First Priority Representative or Senior Subordinated Priority Party, Facilities); provided, however, that, without the consent of each Senior First Priority Representative (Representative, acting with the consent of the requisite holders of each series of Senior at least a majority in aggregate principal amount outstanding under the applicable First Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Facility, no any such amendment, restatement, amendment and #96358272v26 restatement, waiver, supplement supplement, modification or modification Refinancing shall comply with, and shall not contravene any provision of of, this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Junior Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Junior Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Junior Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Junior Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Junior Priority Representative (Representative, for itself and on behalf of each Second other Junior Priority Secured Party under its Second the applicable Junior Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Junior Priority Collateral Document under its Second the applicable Junior Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankJPMORGAN CHASE BANK, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27April 25, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdingsthe Borrower, the Borrowersco-obligors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto and JPMorgan Chase BankJPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as notes collateral agent, pursuant to or in connection with the other parties theretoIndenture dated as of May 24, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the guarantors party thereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee and notes collateral agent, and (ii) the exercise of any right or remedy by the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement Agreement, dated as of September 27[•], 2018 20[•] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bankamong JPMORGAN CHASE BANK, N.A., as Senior Secured Administrative Credit Facilities Collateral Agent, JPMorgan Chase BankU.S. BANK TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Senior Secured Notes Collateral Agent, Deutsche Trustee Company Limited, [•] as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Junior Priority Collateral Agent, Honeywell International Inc., Holdingsthe Borrower, the Notes Issuers, the Borrowers other grantors from time to time party thereto and their subsidiaries and affiliated entities each additional representative from time to time party thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the other Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Junior Priority Collateral Document without the consent of any Second Junior Priority Representative or any Second Junior Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Junior Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect (i) of removing assets subject to the Lien of any Second Junior Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is provided for in Section 5.01 or 5.01(a), (Bii) impose imposing duties that are materially adverse on (including by eliminating protections of) any Second Priority Representative or Senior Subordinated Junior Priority Representative without its prior written consent, consent or (iii) altering the terms of the Junior Priority Collateral Documents to permit other Liens on the Collateral not permitted under the terms of the Junior Priority Debt Documents as in effect on the date hereof or Article 6 hereof and (y) written notice of such amendment, waiver or consent shall have been given to each Second Junior Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Junior Priority Representative or Second Junior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Junior Priority Collateral Agent, acting with the consent of the requisite holders under the applicable Junior Priority Debt Facilities and each Second other Junior Priority Representative (acting with the consent of the requisite holders of each series of Second Additional Junior Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement, supplement or modification shall contravene any provision of the express provisions of this Agreement. (d) The Second Junior Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Junior Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replacedRefinanced, in each case, without the consent of any Senior Priority Representative or other Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of the Senior Credit Facilities Collateral Agent (acting with the consent of the Required Lenders (as such term is defined in the Senior Credit Agreement)), the Senior Notes Collateral Agent (acting with the consent of the holders of a majority in aggregate principal amount of the notes issued pursuant to the Senior Secured Notes Indenture then outstanding), and each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Designated Second Priority Representative agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Junior Priority Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27November 9, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Xxxx Xxxxxx Holdings, the BorrowersInc., the lenders from time to time party thereto and JPMorgan Chase Bankthereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement dated as of September 27[ ], 2018 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bankamong Bank of America, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedNorthwest Farm Credit Services, PCA, as Initial Additional Senior Subordinated Notes TrusteePriority Representative, Deutsche Bank AG, London Branch[ ], as Senior Subordinated Collateral AgentInitial Second Lien Representative, Honeywell International Inc., [Xxxx Xxxxxx Holdings, Inc.] and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party other parties thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers or any other Debtor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers or any other Debtor; provided, however, that (x) no such amendment, waiver or consent shall (A) have the effect of removing assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such Liens, except to the extent that a release of such Lien is provided for in Section 5.01 or (B) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, (y) written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) 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 and validity thereof and (z) to the extent such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicable. (c) The Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement, or modification shall contravene any provision of this Agreement. (d) The Second Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement. (e) The Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replaced, in each case, without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall contravene any provision of this Agreement.

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative (Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27February 1, 2018 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among HoldingsDiscoverOrg Midco, the BorrowersLLC, DiscoverOrg, LLC, the lenders from time to time party thereto and JPMorgan Chase Bankthereto, N.A.Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of September 27February 1, 2018 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), amongamong Xxxxxx Xxxxxxx Senior Funding, inter alia, JPMorgan Chase Bank, N.A.Inc., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedXxxxxx Xxxxxxx Senior Funding, Inc., as Senior Subordinated Notes TrusteeInitial Second Lien Representative, Deutsche Bank AGDiscoverOrg Midco, London BranchLLC and DiscoverOrg, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party theretoLLC. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Notes Issuers, the Borrowers Borrower or any other Debtor Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document or Senior Subordinated Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party or any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party and without any action by any Second Priority Representative, Senior Subordinated Priority Representative, Holdings, the Notes Issuers, the Borrowers Borrower or any other DebtorGrantor; provided, however, that (x) no such amendment, waiver or consent shall (Ai) have the effect of removing remove assets subject to the Lien of any Second Priority Collateral Document or Senior Subordinated Priority Collateral Document or release any such LiensDocument, except to the extent that a release of such Lien is as provided for in Section 5.01 5.01(a) or (Bii) impose duties that are adverse on any Second Priority Representative or Senior Subordinated Priority Representative without its prior written consent, consent and (y) written notice of such amendment, waiver or consent shall have been given by the Borrower to each Second Priority Representative or Senior Subordinated Priority Representative (as applicable) within 10 Business Days after the effectiveness of such amendment, waiver or consent; provided that consent (although the failure to give any such notice shall not in no way affect the effectiveness and validity thereof and (z) to the extent of such amendment, waiver or consent requires any mandatory form or other perfection requirement such as notarial form, the parties agree to comply with the respective amendment, waiver or consent as if such form would have been complied with and jointly undertake to comply with such form requirement as soon as reasonably practicableconsent). (c) The Each of the Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the any Senior Priority Debt Documents Document may be Refinanced, in each case, without the consent of any Second Priority Representative or Second Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of each the Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt Obligations)Representatives, no such amendment, restatement, amendment and restatement, waiver, supplement, modification or modification Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (d) The Each of the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be amended, restated, waived, supplemented or otherwise modified in accordance with their its terms, and the indebtedness under the Second Priority Debt Documents (subject to Section 5.03(a)) Facilities may be refinanced, renewed, extended or replaced, in each case, Refinanced without the consent of any Senior Priority Representative or Senior Priority Secured Party or any Senior Subordinated Priority Representative or Senior Subordinated Priority Party, ; provided, however, that, without the consent of (x) until the Discharge of First Lien Credit Agreement Obligations, the First Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement) and (y) each other Senior Priority Representative (acting with the -21- consent of the requisite holders of each series of Additional Senior Priority Obligations) and each Senior Subordinated Priority Representative (acting with the consent of the requisite holders of each series of Senior Subordinated Priority Debt ObligationsDebt), no such amendment, restatement, amendment and restatement, waiver, supplement or modification shall (1) contravene any provision of this Agreement. , or (e2) The reduce the capacity to incur Indebtedness for borrowed money constituting Senior Subordinated Priority Debt Documents (subject Obligations to Section 5.03(a)) may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms, an amount less than the aggregate principal amount of term loans and the indebtedness under the Senior Subordinated Priority Debt Documents (subject to Section 5.03(a)) may be refinanced, renewed, extended or replacedaggregate principal amount of revolving commitments, in each case, without under the consent Senior Priority Debt Documents on the day of any Senior Priority Representative or Senior Priority Secured Party or any Second Priority Representative or Second Priority Secured Party, provided, however, that, without the consent of each Senior Priority Representative (acting with the consent of the requisite holders of each series of Senior Priority Obligations) and each Second Priority Representative (acting with the consent of the requisite holders of each series of Second Priority Debt Obligations), no such amendment, restatement, amendment and restatementsupplement, waiver, supplement modification or modification shall contravene any provision of this AgreementRefinancing.