of Intercreditor Agreement; Etc.
(i)
EACH LENDER HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE
CREATED ON THE COLLATERAL PURSUANT TO THE ABL CREDIT AGREEMENT AND THE ABL LOAN
DOCUMENTS, WHICH LIENS (x) TO THE EXTENT CREATED WITH RESPECT TO ABL PRIORITY
COLLATERAL, SHALL BE SENIOR TO THE LIENS CREATED UNDER THIS AGREEMENT AND THE
RELATED LOAN DOCUMENTS (WITH THE LIENS SO CREATED HEREUNDER AND UNDER THE OTHER
LOAN DOCUMENTS ON ABL PRIORITY COLLATERAL BEING SUBORDINATED TO SUCH LIENS
PURSUANT TO THE TERMS OF THE INTERCREDITOR AGREEMENT) AND (Y) TO THE EXTENT
CREATED WITH RESPECT TO TL PRIORITY COLLATERAL, SHALL BE REQUIRED TO BE SUBJECT
TO THE SUBORDINATION PROVISIONS (TO THE EXTENT APPLICABLE) OF THE INTERCREDITOR
AGREEMENT. THE INTERCREDITOR AGREEMENT ALSO HAS OTHER PROVISIONS WHICH ARE
BINDING UPON THE LENDERS AND THE HEDGE BANKS PURSUANT TO THIS AGREEMENT.
PURSUANT TO THE EXPRESS TERMS OF SECTION 7.17 OF THE INTERCREDITOR AGREEMENT, IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND
ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
GOVERN AND CONTROL.
(ii)
EACH LENDER AUTHORIZES AND INSTRUCTS THE
COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT TO ENTER INTO THE 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
THE INTERCREDITOR AGREEMENT.
(iii)
THE PROVISIONS OF THIS SECTION 10.22 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.
SECTION 10.23. Assignment of Obligations. The Borrower hereby agrees to assume
any and all obligations of Bain Paste Finco, LLC ("Bain Finco") and Blackstone
Paste Finco, LLC ("Blackstone Finco") under (i) the Commitment Letter dated as
of July 13, 2006 among Bain Finco, Blackstone Finco, Bain Capital Fund IX, LLC
("Bain Fund"), Blackstone Capital Partners V L.P. ("Blackstone Fund"), Deutsche
Bank AG New York Branch ("DBNY"), Deutsche Bank AG Cayman Islands Branch
("DBCI"), Deutsche Bank Securities
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Inc. ("DBSI"), J.P. Morgan Securities Inc. ("JPMorgan"), JPMorgan Chase Bank,
N.A. ("JPMorgan Chase Bank"), Bank of America, N.A. ("Bank of America"), Banc of
America Securities LLC ("BAS"), Banc of America Bridge LLC ("Banc of America
Bridge"), Credit Suisse Securities (USA) LLC ("CS Securities") and Credit Suisse
("CS"), (ii) the Fee Letter dated as of July 13, 2006 among Bain Finco,
Blackstone Finco, DBNY, DBCI, DBSI, JPMorgan, JPMorgan Chase Bank, Bank of
America, BAS, Banc of America Bridge, CS Securities and CS and (iii) the
Engagement Letter dated as of July 13, 2006 among Bain Finco, Blackstone Finco,
DBSI,