OR THAT
WAS NEVER INTENDED BY THE PARTIES HERETO TO HAVE BEEN PLEDGED OR GIVEN AS
SECURITY PURSUANT HERETO OR THE MORTGAGES OR (Z) RELEASING COLLATERAL FROM THE
SECURITY INTERESTS OF THIS AGREEMENT PURSUANT TO THE TERMS HEREOF.
AT LEAST
THIRTY (30) DAYS (IN SUCH SHORTER PERIOD AS MAY BE ACCEPTABLE TO THE COLLATERAL
AGENT) PRIOR TO EXECUTING ANY SUPPLEMENTAL AGREEMENT PURSUANT TO THE TERMS OF
THIS SECTION 14.2(C), THE EFFECT OF WHICH AGREEMENT IS TO PERMIT A RELEASE
(CORRECTION), THE COLLATERAL AGENT AND THE SECURED PARTIES SHALL BE ENTITLED TO
RECEIVE A CERTIFICATE (UPON WHICH THE COLLATERAL AGENT MAY CONCLUSIVELY RELY)
FROM A RESPONSIBLE OFFICER OF THE RESPECTIVE ASSIGNOR CERTIFYING (I) THAT SUCH
PROPERTY WAS NEVER OWNED BY SUCH ASSIGNOR OR (II) THAT SUCH PROPERTY WAS NEVER
INTENDED TO HAVE
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BEEN PLEDGED OR GIVEN AS SECURITY PURSUANT HERETO OR THE MORTGAGES.
ANY SUCH
SUPPLEMENTAL AGREEMENT SHALL BE BINDING UPON EACH ASSIGNOR, THE SECURED PARTIES,
THE COLLATERAL AGENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
(D)
NOTWITHSTANDING THE FOREGOING, ANY PERSON WHO HEREAFTER BECOMES A
RESTRICTED DOMESTIC SUBSIDIARY OF THE COMPANY SHALL, IN ACCORDANCE WITH SECTION
7.11(D) OF THE CREDIT AGREEMENT BECOME A PARTY TO THIS AGREEMENT BY EXECUTION OF
A SUPPLEMENT TO THIS AGREEMENT IN THE FORM OF ANNEX D (WITH ONLY SUCH CHANGES
THERETO AS ARE AGREED TO BY THE COLLATERAL AGENT), WHEREUPON SUCH PERSON SHALL
BE DEEMED AN ASSIGNOR FOR ALL PURPOSES HEREUNDER.
(E)
ASSIGNORS MAY AMEND AND SUPPLEMENT THE SCHEDULES HERETO TO REFLECT
CHANGES RESULTING FROM TRANSACTIONS TO THE EXTENT PERMITTED BY THE CREDIT
AGREEMENT (AND THE OTHER LOAN DOCUMENTS) PROVIDED THAT (I) NOTICE AND COPIES OF
ANY SUCH AMENDMENTS AND SUPPLEMENTS ARE PROVIDED TO THE COLLATERAL AGENT AND THE
ADMINISTRATIVE AGENT AND (II) NO SUCH AMENDMENT OR SUPPLEMENT SHALL BE
PROHIBITED BY THE SENIOR SECURED NOTES INDENTURE.
SECTION 14.3.
OBLIGATIONS ABSOLUTE.
THE OBLIGATIONS OF EACH ASSIGNOR
HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO, AND SHALL NOT
BE IMPAIRED BY, (A) ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT,
READJUSTMENT, COMPOSITION, LIQUIDATION OR THE LIKE OF SUCH ASSIGNOR; (B) ANY
EXERCISE OR NON-EXERCISE, OR ANY WAIVER OF, ANY RIGHT, REMEDY, POWER OR
PRIVILEGE UNDER OR IN RESPECT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE
SENIOR SECURED NOTES INDENTURE, THE SENIOR SECURED NOTES OR ANY HEDGING
AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN A WAIVER GRANTED PURSUANT TO
SECTION 14.2 HEREOF; OR (C) ANY AMENDMENT TO OR MODIFICATION OF ANY LOAN
DOCUMENT, THE SENIOR SECURED NOTES INDENTURE, THE SENIOR SECURED NOTES OR ANY
HEDGING AGREEMENT OR ANY SECURITY FOR ANY OF THE OBLIGATIONS, WHETHER OR NOT ANY
ASSIGNOR SHALL HAVE NOTICE OR KNOWLEDGE OF ANY OF THE FOREGOING.
SECTION 14.4.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING
UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL
INURE TO THE BENEFIT OF THE COLLATERAL AGENT, EACH SECURED PARTY AND EACH
ASSIGNOR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, PROVIDED THAT NO ASSIGNOR
MAY TRANSFER OR ASSIGN ANY OR ALL OF ITS RIGHTS