Borrower,
[
], the [
](1) [Senior/Junior](2) Lien
Lenders and the [
](1) [Senior/Junior](2) Lien Agent, as such agreement
may be amended, restated, supplemented or otherwise modified from time to time
(the "Initial [
](1) [Senior/Junior](2) Lien Credit Agreement"), together
with (b) if designated by the Original Senior Lien Borrower, any other agreement
(including any credit agreement, loan agreement, indenture or other financing
agreement) that complies with clause (1) of the definition of "Additional
Indebtedness" and has been incurred to extend the maturity of, consolidate,
restructure, refund, replace or refinance all or any portion of the
[
](1) [Senior/Junior](2) Lien Obligations, whether by the same or any
other lender, debt holder or group of lenders or debt holders or the same (an
"Other [
](1) [Senior/Junior](2) Lien Credit Agreement") or any other
agent, trustee or representative therefor and whether or not increasing the
amount of any Indebtedness that may be incurred thereunder; provided, that
(a) such Additional Indebtedness is secured by a Lien ranking pari passu with
the Lien securing the [Senior][Junior] Priority Obligations, and (b) the
requisite creditors party to such Other [
](1) [Senior/Junior](2) Lien
Credit Agreement (or their agent or other representative on their behalf) shall
agree, by a joinder agreement substantially in the form of Exhibit C attached
hereto or otherwise in form and substance reasonably satisfactory to the Senior
Priority Representative and the Junior Priority Representative (other than any
Junior Priority Representative being replaced in connection with such joinder)
(or, if there is no continuing Junior Priority Representative other than any
Designated Agent, as designated by the Original Senior Lien Borrower) that the
obligations under such Other [
](1) [Senior/Junior](2) Lien Credit
Agreement are subject to the terms and provisions of this Agreement. Any
reference to the [
](1) [Senior/Junior](2) Lien Credit Agreement shall
be deemed a reference to the Initial [
](1) [Senior/Junior](2) Lien
Credit Agreement and any Other [
](1) [Senior/Junior](2) Lien Credit
Agreement, in each case then in existence.
"[
](1) [Senior/Junior](2) Lien Credit Parties" shall mean the
[
](1) [Senior/Junior](2) Lien Borrower, the
[
](1) [Senior/Junior](2) Lien Guarantors and each other Affiliate of the
Borrower that is now or hereafter becomes a party to any
[
](1) [Senior/Junior](2) Lien Facility Document.
"[
](1) [Senior/Junior](2) Lien Creditors" shall mean the
"[
](1) [Senior/Junior](2) Lien Lenders together with all
[
](1) [Senior/Junior](2) Lien Bank Products Providers,
[
](1) [Senior/Junior](2) Lien Hedging Providers,
[
](1) [Senior/Junior](2) Lien Management Credit Providers and all
successors, assigns, transferees and replacements thereof, as well as any Person
designated as a "Lender" or "Junior Priority Creditor" under any
[
](1) [Senior/Junior](2) Lien Credit Agreement.
"[
](1) [Senior/Junior](2) Lien Exposure" shall mean, as to any
[
](1) [Senior/Junior](2) Lien Credit Agreement, as of the date of
determination, the sum of (a) as to any revolving facility thereunder, the total
commitments (whether funded or unfunded) of the
[
](1) [Senior/Junior](2) Lien Lenders to make loans and other
extensions of credit thereunder (or after the termination of such commitments,
the total outstanding