capital stock of any Securitization Subsidiary
or any other instrument evidencing any Securitization Seller's Retained Interest
might otherwise have to liquidate, consolidate, combine, collapse or disregard
the entity status of such Securitization Subsidiary, (ii) such Agent and such
Lender hereby waives and releases any right to require (A) that any
Securitization Subsidiary be in any manner merged, combined, collapsed or
consolidated with or into the Lead Borrower or any Restricted Subsidiary,
including by way of substantive consolidation in a bankruptcy case or (B) that
the status of any Securitization Subsidiary as a separate entity be in any
respect disregarded and (iii) such Agent and such Lender agrees and acknowledges
that the agent acting on behalf of the holders of securitization indebtedness of
the Securitization Subsidiary is an express third party beneficiary with respect
to Sections 10.21(a) and (b) and such agent shall have the right to enforce
compliance by the Agents and the Lenders with Sections 10.21(a) and (b). (b)
Upon the transfer or purported transfer by the Lead Borrower or any Restricted
Subsidiary of Securitization Assets to a Securitization Subsidiary in a
Securitization, any Liens with 198
GRAPHIC [g214411kk041i004.gif]
respect to such Securitization Assets arising under this Agreement or any
Collateral Documents related to the Agreement shall automatically be released
(and each of the Administrative Agent and the Collateral Agent, as applicable,
is hereby authorized to execute and enter into any such releases and other
documents as the Lead Borrower may reasonably request in order to give effect
thereto). Section 10.22 INTERCREDITOR AGREEMENTS.(a) PURSUANT TO THE EXPRESS
TERMS OF EACH INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT OR
INCONSISTENCY BETWEEN THE TERMS OF THE RELEVANT INTERCREDITOR AGREEMENT AND ANY
OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE RELEVANT INTERCREDITOR AGREEMENT
SHALL GOVERN AND CONTROL. (b) EACH LENDER AUTHORIZES AND INSTRUCTS THE
ADMINISTRATIVE AGENT TO ENTER INTO THE RELEVANT INTERCREDITOR AGREEMENT 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 SUCH
INTERCREDITOR AGREEMENT(S). EACH LENDER AGREES TO BE BOUND BY AND WILL TAKE NO
ACTIONS CONTRARY TO THE PROVISIONS OF THE RELEVANT INTERCREDITOR AGREEMENT.
(c)THE PROVISIONS OF THIS SECTION 10.22 ARE NOT INTENDED TO SUMMARIZE ALL
RELEVANT PROVISIONS OF THE RELEVANT INTERCREDITOR AGREEMENT. REFERENCE MUST BE
MADE TO THE RELEVANT INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND
CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND
REVIEW OF THE RELEVANT 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 RELEVANT INTERCREDITOR AGREEMENT. (d)THE PROVISIONS OF THIS SECTION 10.22
SHALL APPLY WITH EQUAL FORCE, MUTATIS MUTANDIS, TO ANY FIRST LIEN INTERCREDITOR
AGREEMENT, ANY SECOND LIEN INTERCREDITOR AGREEMENT, ANY SUBORDINATION AGREEMENT
AND ANY OTHER INTERCREDITOR AGREEMENT OR ARRANGEMENT PERMITTED BY THIS
AGREEMENT. ARTICLE XI GUARANTEE The Guarantee. Each Guarantor hereby jointly and
severally with the