AND AGAINST ANY LOSS, COSTS, DAMAGES AND EXPENSES WHICH
SUCH INDEMNITEE MAY SUFFER, EXPEND OR INCUR IN CONSEQUENCE OF OR GROWING OUT OF
ANY MISREPRESENTATION BY ANY ASSIGNOR IN ANY HEDGING AGREEMENT OR ANY OVERDRAFT
FACILITIES AGREEMENT OR IN ANY WRITING CONTEMPLATED BY OR MADE OR DELIVERED
PURSUANT TO OR IN CONNECTION WITH ANY HEDGING AGREEMENT OR ANY OVERDRAFT
FACILITIES.
9.2
INDEMNITY OBLIGATIONS SECURED BY COLLATERAL; SURVIVAL.
ANY AMOUNTS
PAID BY ANY INDEMNITEE AS TO WHICH SUCH INDEMNITEE HAS THE RIGHT TO
REIMBURSEMENT SHALL CONSTITUTE OBLIGATIONS SECURED BY THE COLLATERAL PRIOR TO
THE RELEASE OF THE COLLATERAL PURSUANT TO THE TERMS HEREOF.
THE INDEMNITY
OBLIGATIONS OF EACH ASSIGNOR CONTAINED IN THIS ARTICLE IX SHALL CONTINUE IN FULL
FORCE AND EFFECT NOTWITHSTANDING THE FULL PAYMENT OF ALL THE LOANS UNDER THE
CREDIT AGREEMENT, THE FULL PAYMENT OF THE SENIOR SECURED NOTES, THE TERMINATION
OF ALL SECURED HEDGING AGREEMENTS, THE TERMINATION AND PAYMENT IN FULL OF THE
OVERDRAFT FACILITIES AND THE PAYMENT OF ALL OTHER OBLIGATIONS AND
NOTWITHSTANDING THE DISCHARGE THEREOF OR ANY OTHER TERMINATION OF THIS AGREEMENT
AND THE MORTGAGES, INCLUDING PURSUANT TO SECTION 12.2 AND, AS TO ANY COLLATERAL
AGENT, THE RESIGNATION OR REMOVAL THEREOF.
ARTICLE X
OTHER AGREEMENTS WITH COLLATERAL AGENT
10.1
COMPENSATION AND EXPENSES.
(A)
THE ASSIGNORS, JOINTLY AND SEVERALLY, HEREBY AGREE TO PAY TO THE
COLLATERAL AGENT, UPON ACCEPTANCE BY THE COLLATERAL AGENT OF THE OBLIGATIONS
CREATED BY THIS AGREEMENT AND THEREAFTER UNTIL ALL PROCEEDS ARE DISTRIBUTED AND
THE SECURITY INTERESTS CREATED BY THIS AGREEMENT ARE TERMINATED, FROM TIME TO
TIME, UPON DEMAND, ALL OF THE REASONABLE COSTS AND EXPENSES OF THE COLLATERAL
AGENT (INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF ITS COUNSEL AND SUCH
SPECIAL COUNSEL AS THE COLLATERAL AGENT REASONABLY ELECTS TO RETAIN) (I) ARISING
IN CONNECTION WITH
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THE PREPARATION, EXECUTION, DELIVERY, MODIFICATION, RESTATEMENT, AMENDMENT OR
TERMINATION OF THIS AGREEMENT, EACH MORTGAGE AND EACH SECURITY DOCUMENT OR THE
ENFORCEMENT (WHETHER IN THE CONTEXT OF A CIVIL ACTION, ADVERSARY PROCEEDING,
BANKRUPTCY, WORKOUT OR OTHERWISE) OF ANY OF THE PROVISIONS HEREOF OR THEREOF OR
(II) INCURRED OR REQUIRED TO BE ADVANCED IN CONNECTION WITH THE PRESERVATION,
PROTECTION, REALIZATION ON OR DEFENSE OF THE ASSETS, THE COLLATERAL AND OF THE
COLLATERAL AGENT'S RIGHTS HEREUNDER AND UNDER THE MORTGAGES AND THE SECURITY
DOCUMENTS, AND IN AND TO THE ASSETS AND THE COLLATERAL (COLLECTIVELY, THE
"COLLATERAL AGENT COSTS").
THE COLLATERAL AGENT'S COMPENSATION SHALL NOT BE
LIMITED BY ANY LAW RELATING TO COMPENSATION OF A COLLATERAL AGENT.
THE
OBLIGATIONS OF THE ASSIGNORS UNDER THIS SECTION 10.2 SHALL SURVIVE THE
TERMINATION OF THE OTHER PROVISIONS OF THIS AGREEMENT AND THE MORTGAGES.
(B)
WHEN THE COLLATERAL AGENT INCURS EXPENSES OR RENDERS SERVICES
AFTER AN ORDER FOR RELIEF WITH RESPECT TO ANY ASSIGNOR SHALL HAVE BEEN ENTERED
UNDER ANY APPLICABLE BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW, THE EXPENSE
AND THE COMPENSATION FOR THE COLLATERAL AGENT'S SERVICES ARE INTENDED TO
CONSTITUTE EXPENSES OF ADMINISTRATION UNDER ANY BANKRUPTCY LAW.
10.2
STAMP AND OTHER TAXES.
EACH ASSIGNOR AGREES TO INDEMNIFY AND HOLD
HARMLESS THE COLLATERAL