as of
, 20
(the "Additional Credit Facility"), among [list any
applicable Grantor], [list any applicable Additional Creditors (the "Joining
Additional Creditors")] [and insert name of each applicable Additional Agent
(the "Joining Additional Agent")].(17)
Section 7.11 of the Intercreditor Agreement permits the Borrower to designate
Additional Indebtedness under the Intercreditor Agreement.
The Borrower has so
designated Additional Indebtedness incurred or to be incurred under the
Additional Credit Facility as Additional Indebtedness by means of an Additional
Indebtedness Designation.
Accordingly, [the Joining Additional Agent, for and on behalf of itself and the
Joining Additional Creditors,](18) hereby agrees with the Original Senior Lien
Agent, the [
](1) [Senior/Junior](2) Lien Agent and any other Additional
Agent party to the Intercreditor Agreement as follows:
Section 1.
Agreement to be Bound.
The [Joining Additional Agent, for and on
behalf of itself and the Joining Additional Creditors,](19) hereby agrees to be
bound by the terms and provisions of the Intercreditor Agreement and shall, as
of the Additional Effective Date with respect to the Additional Credit Facility,
be deemed to be a Party to the Intercreditor Agreement.
Section 2.
Recognition of Claims.
The Original Senior Lien Agent (for itself
and on behalf of the Original Senior Lien Lenders), the
[
](1) [Senior/Junior](2) Lien Agent (for itself and on behalf of the
[
](1) [Senior/Junior](2) Lien Lenders) and [each of] the Additional
Agent[s](for itself and on behalf of any Additional Creditors represented
thereby) hereby agree that the interests of the respective Creditors in the
Liens granted to the Original Senior Lien Agent, the
[
](1) [Senior/Junior](2) Lien Agent, or any Additional Agent, as
applicable, under the applicable Credit Documents shall be treated, as among the
Creditors, as having the priorities provided for in Section 2.1 of the
Intercreditor Agreement, and shall at all times be allocated among the Creditors
as provided therein regardless of any claim or defense (including any claims
under the fraudulent transfer, preference or similar avoidance provisions of
applicable bankruptcy, insolvency or other laws affecting the rights of
creditors generally) to which the Original Senior Lien Agent, the
[
](1) [Senior/Junior](2) Lien Agent, any Additional Agent or any Creditor
may be entitled or subject.
The Original Senior Lien Agent (for itself and on
behalf of the Original Senior Lien Creditors), the
[
](1) [Senior/Junior](2) Lien Agent (for itself and on behalf of the
Ex. B-1
[
](1) [Senior/Junior](2) Lien Creditors), and any Additional Agent party
to the Intercreditor Agreement (for and on behalf of itself and any Additional
Creditors represented thereby) (a) recognize the existence and validity of the
Additional Obligations represented by the Additional Credit Facility, and
(b) agree to refrain from making or asserting any claim that the Additional
Credit Facility or other applicable Additional Documents are invalid or not
enforceable in accordance with their terms as a result of the circumstances
surrounding the incurrence of such obligations.
The [Joining Additional Agent
(for itself and on behalf of the Joining Additional Creditors] (a) recognize[s]
the existence and validity of the Original Senior