at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.
14.2
WAIVER; AMENDMENT.
(A)
NONE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE CHANGED,
WAIVED, MODIFIED OR VARIED IN ANY MANNER WHATSOEVER UNLESS IN WRITING DULY
SIGNED BY EACH ASSIGNOR DIRECTLY AFFECTED THEREBY (ACTING IN COMPLIANCE WITH THE
TERMS OF THE CREDIT AGREEMENT) AND THE COLLATERAL AGENT (WITH THE WRITTEN
CONSENT OF (I) THE REQUIRED LENDERS, OR TO THE EXTENT REQUIRED BY SECTION 12.1
OF THE CREDIT AGREEMENT, ALL THE LENDERS AND (II) THE SENIOR SECURED NOTES
TRUSTEE IF (X) THE CHANGE, WAIVER, MODIFICATION OR VARIANCE WOULD MATERIALLY
ADVERSELY AFFECT THE RIGHTS AND BENEFITS OF THE SENIOR SECURED NOTES TRUSTEE OR
THE HOLDERS OF THE SENIOR SECURED NOTES IN A DIFFERENT MANNER THAN THE OTHER
SECURED PARTIES OR (Y) THE CREDIT AGREEMENT OBLIGATIONS HAVE BEEN FULLY PAID).
NOTWITHSTANDING THE FOREGOING, ANY CHANGE, WAIVER, MODIFICATION OR VARIANCE
MATERIALLY ADVERSELY AFFECTING THE RIGHTS AND BENEFITS OF A CLASS OF SECURED
PARTY (AND NOT ALL CLASSES OF SECURED PARTIES IN A LIKE OR SIMILAR MANNER) SHALL
REQUIRE THE WRITTEN CONSENT OF ALL HOLDERS OF OBLIGATIONS IN SUCH CLASS OF
SECURED PARTY (OR, IN THE CASE OF THE SENIOR SECURED NOTES, ONLY THE SENIOR
SECURED NOTES TRUSTEE).
38
(B)
THE ASSIGNORS AND THE COLLATERAL AGENT, AT ANY TIME AND FROM TIME
TO TIME, MAY ENTER INTO ADDITIONAL SECURITY DOCUMENTS OR ONE OR MORE AGREEMENTS
SUPPLEMENTAL HERETO OR TO ANY MORTGAGE FOR THE PURPOSE OF SUBJECTING ADDITIONAL
PROPERTY TO A LIEN IN FAVOR OF THE COLLATERAL AGENT FOR THE BENEFIT OF ANY OR
ALL OF THE SECURED PARTIES.
(C)
NOTWITHSTANDING THE PROVISIONS OF SECTION 14.2(A) HEREOF, AND
WITHOUT THE CONSENT OF ANY PERSON, THE COLLATERAL AGENT AND THE ASSIGNORS MAY,
FROM TIME TO TIME, ENTER INTO WRITTEN AGREEMENTS SUPPLEMENTAL HERETO OR TO THE
MORTGAGES FOR THE PURPOSE OF (W) SUPPLEMENTING THE INFORMATION SET FORTH IN ANY
SCHEDULE HERETO, (X) MAKING ANY MINISTERIAL OR CLARIFYING MODIFICATION TO THIS
AGREEMENT OR ANY MORTGAGE, INCLUDING, BUT NOT LIMITED TO, CLARIFYING OR
CORRECTING CLERICAL OR TYPOGRAPHICAL ERRORS IN THIS AGREEMENT OR ANY MORTGAGE;
(Y) PERMITTING THE RELEASE OF THE COLLATERAL AGENT'S LIENS IN OR ON ANY ASSET
("RELEASE (CORRECTION)") THAT WAS NEVER OWNED BY THE APPLICABLE ASSIGNOR 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