legal advisors to the extent it has deemed
appropriate;
(b)
no Secured Party has any fiduciary relationship with or duty to any
Grantor arising out of or in connection with this Agreement or any of the other
Loan Documents and the provisions of Section 9.23 of the Credit Agreement are
incorporated herein, mutatis mutandis (to apply to this Agreement rather than
the Credit Agreement), and the relationship between the Grantors, on the one
hand, and the Secured Parties, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and
(c)
no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Secured Parties or among the Grantors and the Secured Parties.
9.14
Additional Grantors. Each Subsidiary of the Borrower that is required
to become a party to this Agreement pursuant to Section 5.11 of the Credit
Agreement shall become a Grantor as required by the Credit Agreement for all
purposes of this Agreement upon execution and delivery by such Subsidiary of an
Assumption Agreement in the form of Annex 1 hereto.
9.15
Releases. (a) The Collateral shall be released from the Liens created
hereby as set forth in Section 9.20 of the Credit Agreement and Section 2(a) of
this Agreement. This Agreement and all obligations (other than those expressly
stated to survive such termination) of the Second Lien Collateral Agent and each
Grantor hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the Grantors upon a Discharge of the Secured Obligations.
(b)
Each Grantor acknowledges that, except upon release pursuant to
clause (a) above, it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement
originally filed in connection herewith without the prior written consent of the
Second Lien Collateral Agent, subject to such Grantor's rights under
Section 9-509(d)(2) of the UCC.
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9.16
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, SECOND LIEN
COLLATERAL AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
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IN WITNESS WHEREOF, each of the undersigned has caused this Second Lien
Collateral Agreement to