Chicago, Illinois 60601
Attention:
Charles B. Boehrer
Telephone: (312) 558-5989
Telecopy: (312) 558-5700
(c)
if to the Administrative Agent, any Lender or the Senior Secured
Notes Trustee, either (A) to the Administrative Agent, at the address of the
Administrative Agent specified in the Credit Agreement, (B) at such address as
such Lender shall have specified in the Credit Agreement, or (C) to the Senior
Secured Notes Trustee, at the
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address of the Senior Secured Notes Trustee specified in the Senior Secured
Notes Indenture;
(d)
if to any other Secured Party, directly to such Secured Party at
such address as such Secured Party shall have specified in writing to the
Assignors and the Collateral Agent;
or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.
SECTION 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 HOLDERS OF THE SENIOR SECURED
NOTES IN A DIFFERENT MANNER THAN THE OTHER SECURED PARTIES OR (Y) THE CREDIT
AGREEMENT OBLIGATIONS AND REVOLVING 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).
(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