Lien Obligations represented
by the Original Senior Lien Credit Agreement and the existence and validity of
the [
](1) [Senior/Junior](2) Lien Obligations represented by the
[
](1) [Senior/Junior](2) Lien Credit Agreement(20) and (b) agree[s] to
refrain from making or asserting any claim that the Original Senior Lien Credit
Agreement, the [
](1) [Senior/Junior](2) Lien Credit Agreement or other
Original Senior Lien Facility Documents or [
](1) [Senior/Junior](2) Lien
Facility Documents,(20) as the case may be, are invalid or not enforceable in
accordance with their terms as a result of the circumstances surrounding the
incurrence of such obligations.
Section 3.
Notices.
Notices and other communications provided for under the
Intercreditor Agreement to be provided to [the Joining Additional Agent] shall
be sent to the address set forth on Annex 1 attached hereto (until notice of a
change thereof is delivered as provided in Section 7.5 of the Intercreditor
Agreement).
Section 4.
Miscellaneous.
THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PRINCIPLES TO THE EXTENT THAT THE SAME ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF
LAWS OF ANOTHER JURISDICTION.
[Add Signatures]
Ex. B-2
EXHIBIT C
[ORIGINAL SENIOR LIEN CREDIT AGREEMENT][[
](1) [SENIOR/JUNIOR LIEN](2) CREDIT AGREEMENT] JOINDER
JOINDER, dated as of
, 20
, among [[
], in its capacity as
collateral agent (together with its successors and assigns in such capacity from
time to time, and as further defined in the Intercreditor Agreement, the
"Original Senior Lien Agent")(21) for the Original Senior Lien Secured Parties,
[
], in its capacity as collateral agent (together with its
successors and assigns in such capacity from time to time, and as further
defined in the Intercreditor Agreement, the
"[
](1) [Senior/Junior](2) Lien
Agent")(22) for the [
](1) [Senior/Junior](2) Lien Secured Parties, [list any previously added
Additional Agent]](23) [and insert name of additional Original Senior Lien
Secured Parties, Original Senior Lien Agent,
[
](1) [Senior/Junior](2) Lien
Secured Parties or [
](1) [Senior/Junior](2) Lien Agent, as applicable, being added hereby as party]
and any successors or assigns thereof, to the Junior Lien Intercreditor
Agreement, dated as of [
], 20[
] (as amended, supplemented,
waived or otherwise modified from time to time, the "Intercreditor Agreement")
among the Original Senior Lien Agent(24), [and] the [
](1) [Senior/Junior](2) Lien Agent(25) [and (list any previously added
Additional Agent)].
Capitalized terms used herein and not otherwise defined
herein shall have the meanings specified in the Intercreditor Agreement.
Reference is made to that certain [insert name of new facility], dated as of
, 20
(the "Joining [Original Senior Lien Credit Agreement][
[
](1) [Senior/Junior](2) Lien Credit
Agreement]"), among [list any applicable Credit Party], [list any applicable new
Original Senior Lien Secured Parties or new [
](1) [Senior/Junior](2) Lien Secured Parties, as applicable (the "Joining
[Original Senior][ [
](1) [Senior/Junior](2)] Lien Secured Parties")] [and insert name of each
applicable Agent (the "Joining [Original Senior][
[