PROVISIONS (TO THE EXTENT APPLICABLE) OF THE
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INTERCREDITOR AGREEMENT. THE INTERCREDITOR AGREEMENT ALSO HAS OTHER PROVISIONS
WHICH ARE BINDING UPON THE SECURED PARTIES PURSUANT TO THIS AGREEMENT.
(b) EACH LENDER AUTHORIZES AND INSTRUCTS THE RELEVANT COLLATERAL AGENT
AND THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AND THE
OTHER INTERCREDITOR AGREEMENTS CONTEMPLATED HEREBY ON BEHALF OF SUCH LENDER, AND
TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE)
BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.
(c) EACH FIRST-LIEN LENDER ACKNOWLEDGES AND AGREES THAT THE VOTING
ARRANGEMENTS SET FORTH IN SECTION 5.7 OF THE INTERCREDITOR AGREEMENT ARE BINDING
UPON EACH SUCH FIRST-LIEN LENDER AND EACH SUCH FIRST-LIEN LENDER AGREES TO ABIDE
BY THE TERMS THEREOF.
(d) THE PROVISIONS OF THIS SECTION 9.22 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS
ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE
INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.
EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE
INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT (AND
NONE OF ITS AFFILIATES) MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE
SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
AGREEMENT.
ARTICLE X
Holdings Guaranty
Section 10.01. Guaranty. In order to induce the Administrative Agent,
the Collateral Agent, the Issuing Banks and the Lenders to enter into this
Agreement and to extend credit hereunder, and to induce the other Guaranteed
Creditors to enter into Hedge Obligations and Cash Management Obligations with
one or more Loan Parties and in recognition of the direct benefits to be
received by Holdings from the proceeds of the Loans, the issuance of the Letters
of Credit and the entering into of such Hedge Obligations and Cash Management
Obligations, Holdings hereby agrees with the Guaranteed Creditors as follows:
Holdings hereby unconditionally and irrevocably guarantees as primary obligor
and not merely as surety the full and prompt payment when due, whether upon
maturity, acceleration or otherwise, of any and all of the Guaranteed
Obligations of the Borrower to the Guaranteed Creditors. If any or all of the
Guaranteed Obligations of the Borrower to the Guaranteed Creditors become due
and payable hereunder, Holdings, unconditionally and irrevocably, promises to
pay such Indebtedness to the Administrative Agent and/or the other Guaranteed
Creditors, or order, promptly upon written
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demand, together with any and all actual reasonable out-of-pocket expenses which
may be incurred by the Administrative Agent and the other Guaranteed Creditors
in collecting any of the Guaranteed Obligations in each case to the extent
reimbursable pursuant to Section 9.05. If claim is ever made upon any Guaranteed
Creditor for repayment or recovery of any amount or amounts received in payment
or on account of any of the Guaranteed Obligations and any of the aforesaid
payees repays all or part of said amount by reason of (i) any judgment, decree
or