WAS NEVER OWNED BY SUCH ASSIGNOR OR (II) THAT SUCH PROPERTY WAS NEVER
INTENDED TO HAVE 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
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 EXHIBIT A (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.
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 SECURED 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
SECURED 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.
39
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 OR OBLIGATIONS HEREUNDER WITHOUT THE WRITTEN
CONSENT OF THE INSTRUCTING GROUP.
14.5
HEADINGS DESCRIPTIVE.
THE HEADINGS OF THE SEVERAL SECTIONS OF THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT THE
MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
14.6
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
14.7
CONFLICT WITH OTHER AGREEMENTS.
THE PARTIES AGREE THAT IN THE EVENT
OF ANY