otherwise defined herein have the meanings assigned to them in the Intercreditor
Agreement. This Debt Designation is being executed and delivered in order to
designate Replacement Credit Agreement Obligations entitled to the benefit and
subject to the terms of the Intercreditor Agreement.
The undersigned, the duly appointed [specify title] of the Grantors hereby
certifies on behalf of the Grantors that:
(a)
the Grantors intend to guarantee debt in the initial aggregate
[principal/committed amount] of [
] arising under the following
agreement: [describe [Replacement Credit Agreement ("New Agreement")] which will
be Replacement Credit Agreement Obligations;
(b)
the name and address of the Replacement Agent for the Replacement Credit
Agreement is:
_____________________________
_____________________________
Telephone: ____________________
Fax:__________________________
and
(c)
the New Agreement satisfies the requirements of a Replacement Credit
Agreement and is hereby designated as a Replacement Credit Agreement].
Exhibit B - Page 1
IN WITNESS WHEREOF, the Grantors have caused this Debt Designation to be duly
executed by the undersigned officer as of ___________________, 20____.
[GRANTORS]
By:
Name:
Title:
Exhibit B - Page 2
Exhibit C
TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT
FORM OF GRANTOR JOINDER AGREEMENT
GRANTOR JOINDER AGREEMENT NO. [ ] (this "Grantor Joinder Agreement") dated as of
[
], 20[
] to the AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of
November 7, 2017 (the "Intercreditor Agreement"), among Wells Fargo Bank, N.A.,
as Midstream Agent, Wells Fargo Bank, N.A., as RBL Agent, and acknowledged and
agreed to by the Grantors signatory thereto.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings assigned to such terms in the Intercreditor Agreement.
The undersigned, [______________], a [________________], (the "New Grantor")
wishes to acknowledge and agree to the Intercreditor Agreement and become a
party thereto to the limited extent contemplated by Section 5.16 thereof and to
acquire and undertake the rights and obligations of a Grantor thereunder.
Accordingly, the New Grantor agrees as follows for the benefit of the Agents and
the Claimholders:
SECTION 1.
Accession to the Intercreditor Agreement. The New Grantor
(a) acknowledges and agrees to, and becomes a party to the Intercreditor
Agreement as a Grantor to the limited extent contemplated by Section 5.16
thereof, (a) agrees to all the terms and provisions of the Intercreditor
Agreement and (a) shall have all the rights and obligations of a Grantor under
the Intercreditor Agreement. This Grantor Joinder Agreement supplements the
Intercreditor Agreement and is being executed and delivered by the New Grantor
pursuant to Section 5.18 of the Intercreditor Agreement.
SECTION 2.
Representations, Warranties and Acknowledgement of the New
Grantor. The New Grantor represents and warrants to each Agent and to the
Claimholders that (a) it has full power and authority to enter into this Grantor
Joinder Agreement, in its capacity as Grantor and (a) this Grantor Joinder
Agreement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance
with the terms of this Grantor Joinder Agreement except as such enforceability
may be