[Senior/Junior](2) Lien Obligations or under which rights or
remedies with respect to such Liens are governed, in each case as the same may
be amended, restated, supplemented or otherwise modified from time to time.
"[
](1) [Senior/Junior](2) Lien Credit Agreement" shall mean (a) that
certain [
], dated as of [the date hereof], among the
[
](1) [Senior/Junior](2) Lien 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
P-18
Parent 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 Parent 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)