Common use of Compensation; Indemnification Clause in Contracts

Compensation; Indemnification. (A) FELBA shall be paid a fee of $ by the Depositor, and not from the Fund, for FELBA’s services in connection with this Escrow Agreement and related arrangements. Such fee shall be paid by the Depositor at or prior to the time of deposit of the Fund, and FELBA shall provide immediate confirmation of the receipt of such fee to the remaining parties to this Escrow Agreement. If such fee is not paid, this Escrow Agreement shall be ineffective and any deposit to the Fund shall be returned to the Depositor. (B) Escrow Agent shall be compensated by FELBA in the amount of $2,000 annually for its costs and expenses incurred in connection with the performance by it of services under this Escrow Agreement. Nonpayment of such compensation shall be no excuse for the Escrow Agent’s failure to perform its obligations under this Escrow Agreement, and the Fund may not be charged or withheld for the payment of fees, expenses or indemnity amounts. (C) FELBA hereby agrees to indemnify and hold Escrow Agent, its affiliates and their officers, employees, successors, assigns, attorneys and agents (each an “Indemnified Party”) harmless from all losses, costs, claims, demands, expenses, damages, penalties and attorneys’ fees suffered or incurred by any Indemnified Party or Escrow Agent as a result of anything which it may do or refrain from doing in connection with this Escrow Agreement or any litigation or cause of action arising from or in conjunction with this Escrow Agreement or involving the subject matter hereof or Escrow Funds or monies deposited hereunder or for any interest upon any such monies, including, without limitation, arising out of the negligence of Escrow Agent; provided that the foregoing indemnification shall not extend to the gross negligence or willful misconduct of Escrow Agent. This indemnity shall include, but not be limited to, all costs incurred in conjunction with any interpleader which the Escrow Agent may enter into regarding this Escrow Agreement. Notwithstanding the foregoing, if indemnity is owing pursuant to the foregoing as a direct result of an unfounded claim or assertion of Depositor or Recipient, then FELBA shall have a claim over against such Depositor or Recipient, as the case may be.

Compensation; Indemnification. (A) FELBA Each member of the Committee who is not a Trustee shall be paid a fee fixed sum of $ by $8,000 per month for serving as a Committee member, payable on the Depositorfirst of each month in advance, and not from provided that any member of the Fund, Committee may waive receipt of such monthly fee. All members shall be reimbursed for FELBA’s services their reasonable out-of-pocket expenses in connection with this Escrow Agreement and related arrangements. Such fee shall be paid by the Depositor at or prior to the time of deposit attending meetings of the FundCommittee. The Trust shall, and FELBA shall provide immediate confirmation as long as a member actually serves as a member of the receipt of such fee to the remaining parties to this Escrow Agreement. If such fee is not paidCommittee, this Escrow Agreement shall be ineffective and any deposit to the Fund shall be returned to the Depositor. (B) Escrow Agent shall be compensated by FELBA in the amount of $2,000 annually for its costs and expenses incurred in connection with the performance by it of services under this Escrow Agreement. Nonpayment of such compensation shall be no excuse for the Escrow Agent’s failure to perform its obligations under this Escrow Agreementdefend, and the Fund may not be charged or withheld for the payment of fees, expenses or indemnity amounts. (C) FELBA hereby agrees to indemnify and hold Escrow Agent, its affiliates and their officers, employees, successors, assigns, attorneys and agents (each an “Indemnified Party”) such member harmless from and against any and all losses, costs, claims, demands, expenses, damages, penalties penalties, judgments, awards, settlements, liabilities, costs, expenses and attorneys’ fees suffered or incurred by any Indemnified Party or Escrow Agent as a result of anything which it may do or refrain from doing in connection with this Escrow Agreement or any litigation or cause of action arising from or in conjunction with this Escrow Agreement or involving the subject matter hereof or Escrow Funds or monies deposited hereunder or for any interest upon any such monies, disbursements (including, without limitation, arising out reasonable attorneys’ fees, costs, expenses and disbursements) incurred by such member in the event that such member becomes a party, or is threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, relating to such member’s role as member of the negligence of Escrow Agent; provided that Committee. Anything to the foregoing indemnification contrary herein notwithstanding, the Trust shall not extend be required to indemnify, defend and hold harmless under this Charter any person for any action taken by such person or on such person’s behalf that occurs prior to the date of this Charter, after the Committee ceased to exist or after such person is no longer a member of the Committee. Nothing herein shall be construed to provide a member of the Committee with indemnification (i) if such member is found to have engaged in a violation of any provision of state or federal law, unless such member demonstrates that such action was taken in good faith and in a manner such member reasonably believed to be in or not opposed to the best interests of the Trust; or (ii) if such member acted in a manner that constitutes gross negligence or willful misconduct misconduct. A member of Escrow Agentthe Committee shall promptly notify the Trust in writing in the event of any third-party claims actually made against such member or known by such member to be threatened if such member intends to seek indemnification hereunder in respect of such claims. This indemnity In addition, upon delivery of notice with respect to any such claim, the Trust shall include, but promptly assume control of the defense of such claim with counsel chosen by the Trust. The Trust shall not be limited toresponsible for any settlement of any claim against any member of the Committee covered by this indemnity without its prior written consent. However, all costs incurred in conjunction with any interpleader which the Escrow Agent Trust may not enter into regarding this Escrow Agreement. Notwithstanding the foregoingany settlement of any such claim without such member’s consent unless such settlement includes (i) no admission of liability or guilt by such member, if indemnity is owing pursuant to the foregoing as a direct result and (ii) an unconditional release of an unfounded claim such member from any and all liability or assertion obligation in respect of Depositor or Recipient, then FELBA shall have a claim over against such Depositor or Recipient, as the case may beclaim.

Compensation; Indemnification. (Aa) FELBA The Servicer shall pay such compensation to each Depositary Bank as such Parties may agree in writing from time to time. (b) The Servicer agrees to pay or reimburse the applicable Depositary Bank the amount of any and all actual, reasonable, and documented out-of-pocket expenses, including the reasonable and documented fees and expenses of legal counsel (excluding, for the avoidance of doubt, the allocated costs of internal counsel) incurred by such Depositary Bank including the reasonable and documented fees and expenses of its legal counsel incurred by such Depositary Bank, unless arising from the gross negligence, bad faith, or willful misconduct of such Depositary Bank or its affiliates, directors, employees, attorneys, agents or sub-agents, in connection with (i) the custody or preservation of, or the sale of, collection from or other realization upon any of the Account collateral, (ii) the exercise or enforcement of any of the rights of such Depositary Bank hereunder or (iii) the failure by the Authority or the Servicer to perform or observe any of the provisions hereof. Without limiting the foregoing, the Servicer agrees to pay, and to hold the applicable Depositary Bank harmless from, and to indemnify the applicable Depositary Bank against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Account collateral or in connection with any of the transactions contemplated by this Agreement. (c) In addition to the payment of amounts pursuant to the foregoing clauses (a) and (b), whether or not the transactions contemplated hereby shall be consummated, the Servicer, the Calculation Agent, the Trust and the Collateral Agent, jointly and severally, agree to defend, indemnify, pay, and hold harmless, the applicable Depositary Bank (in its capacity as such) and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, and affiliates of such Depositary Bank (in its capacity as such) (each, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided that no such Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of such Indemnitee, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this clause (c) may be unenforceable in whole or in part because they are violative of any law or public policy, the Servicer, the Calculation Agent, the Trust, and the Collateral Agent, as applicable, shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (d) Any amounts payable by the Servicer as provided in clause (a) or (b) of this Section 6.3 shall be paid a fee of $ by the Depositor, and not from the Fund, for FELBA’s services in connection with this Escrow Agreement and related arrangements. Such fee shall be paid by the Depositor at or prior to the time of deposit of the Fund, and FELBA shall provide immediate confirmation of the receipt of such fee to the remaining parties to this Escrow Agreement. If such fee is not paid, this Escrow Agreement shall be ineffective and any deposit to the Fund shall be returned to the Depositorwithin thirty (30) days after written demand therefor. (Be) Escrow Agent To the extent permitted by Applicable Law, neither the Servicer nor the Authority shall be compensated assert, and each of the Servicer and the Authority hereby waives, releases, and agrees not to ▇▇▇ upon, any claim against the applicable Depositary Bank and its affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by FELBA in the amount of $2,000 annually for its costs and expenses incurred any Applicable Law) arising out of, in connection with with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the performance by it of services under this Escrow Agreement. Nonpayment of such compensation shall be no excuse for the Escrow Agent’s failure to perform its obligations under this Escrow Agreement, and the Fund may not be charged transactions contemplated hereby or withheld for the payment of fees, expenses thereby or indemnity amountsany act or omission or event occurring in connection therewith. (Cf) FELBA hereby agrees Without limiting the obligations of the Servicer hereunder, each Depositary Bank shall be fully justified in refusing to indemnify and hold Escrow take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Servicer or Collateral Agent, its affiliates acting on behalf of the Secured Parties (as defined in the Collateral Agency and their officersIntercreditor Agreement), employees, successors, assigns, attorneys against any and agents (each an “Indemnified Party”) harmless from all losses, costs, claims, demands, expenses, damages, penalties liability and attorneys’ fees suffered or expense which may be incurred by it by reason of taking or continuing to take any Indemnified Party or Escrow such action; provided, however, that the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall be entitled to remove any Depositary Bank as a result of such refusal and appoint a successor Depositary Bank in accordance with Section 6.4 hereof. (g) Notwithstanding anything which it may do contained in this Agreement to the contrary, the Authority shall not have any monetary liability for the representations, warranties, covenants, agreements or refrain from doing in connection with this Escrow Agreement or any litigation or cause other obligations of action arising from the Authority hereunder or in conjunction with this Escrow Agreement or involving the subject matter hereof or Escrow Funds or monies deposited hereunder or for any interest upon any such monies, including, without limitation, arising out of the negligence of Escrow Agent; provided that certificates, notices or agreements delivered pursuant hereto. (h) The agreements in this Section 6.3 hereof shall survive the foregoing indemnification shall not extend to the gross negligence or willful misconduct of Escrow Agent. This indemnity shall include, but not be limited to, all costs incurred in conjunction with any interpleader which the Escrow Agent may enter into regarding this Escrow Agreement. Notwithstanding the foregoing, if indemnity is owing pursuant to the foregoing as a direct result of an unfounded claim or assertion of Depositor or Recipient, then FELBA shall have a claim over against such Depositor or Recipient, as the case may beTermination Date.

Compensation; Indemnification. (A) FELBA The District agrees to pay and shall pay to the Escrow Agent as compensation in full for all services to be rendered by the Escrow Agent under this Agreement the amounts set forth in a separate schedule of fees and expenses, as modified from time to time as agreed upon with the District. Any payment to the Escrow Agent pursuant to this paragraph shall be paid a fee of $ by the Depositor, and not made from the Fund, for FELBA’s services in connection with this Escrow Agreement and related arrangements. Such fee shall be paid by the Depositor at or prior to the time of deposit any moneys of the FundDistrict lawfully available therefor, and FELBA shall provide immediate confirmation of but the receipt of such fee to the remaining parties to this Escrow Agreement. If such fee is not paid, this Escrow Agreement shall be ineffective and any deposit to the Fund shall be returned to the Depositor. (B) Escrow Agent shall be compensated by FELBA have no lien whatsoever upon any of the moneys or Escrowed Securities in the amount of $2,000 annually Escrow Fund for its costs any such payment. To the extent authorized by law, the District assumes liability for and expenses incurred in connection with the performance by it of services under this Escrow Agreement. Nonpayment of such compensation shall be no excuse for agrees to indemnify, protect, save and keep harmless the Escrow Agent’s failure to perform Agent and its obligations under this Escrow Agreement, and the Fund may not be charged or withheld for the payment of fees, expenses or indemnity amounts. (C) FELBA hereby agrees to indemnify and hold Escrow Agent, its affiliates and their officers, employees, respective successors, assigns, attorneys agents and agents (each an “Indemnified Party”) harmless servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, claimsexpenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, demandsincurred by, expensesor asserted against, damagesat any time, penalties and attorneys’ fees suffered the District or incurred the Escrow Agent (whether or not also indemnified against by any Indemnified Party person under any other contract or Escrow Agent as a result of anything which it may do instrument) and in any way relating to or refrain from doing in connection with this Escrow Agreement or any litigation or cause of action arising from or in conjunction with this Escrow Agreement or involving the subject matter hereof or Escrow Funds or monies deposited hereunder or for any interest upon any such monies, including, without limitation, arising out of the negligence execution and delivery of Escrow Agent; provided that this Agreement, the foregoing indemnification shall not extend to acceptance and performance of the gross negligence or willful misconduct duties and obligations of Escrow Agent. This indemnity shall include, but not be limited to, all costs incurred in conjunction with any interpleader which the Escrow Agent may enter into regarding hereunder, the establishment of the Escrow Fund, the acceptance of the moneys deposited in such fund, the retention of such moneys or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement, provided, that the District shall not be required to indemnify, protect, save and keep harmless the Escrow AgreementAgent against its own negligence, or willful misconduct. Notwithstanding In no event shall the foregoing, if indemnity is owing pursuant District be liable to any person by reason of the transactions contemplated hereby other than to the foregoing Escrow Agent as a direct result set forth in this paragraph. The indemnities contained in this paragraph shall survive the termination of an unfounded claim or assertion of Depositor or Recipient, then FELBA shall have a claim over against such Depositor or Recipient, as the case may bethis Agreement.

Compensation; Indemnification. (A) FELBA The Board Representative shall be paid a fee of $ by entitled to the Depositorsame compensation, expense reimbursement and not from the Fundadvancement, for FELBA’s services exculpation and indemnification in connection with this Escrow Agreement and related arrangements. Such fee shall be paid by his or her role as a director as the Depositor at or prior to the time of deposit other members of the FundBoard, and FELBA shall provide immediate confirmation of the receipt of such fee to the remaining parties to this Escrow Agreement. If such fee is not paidas well as reimbursement for documented, this Escrow Agreement shall be ineffective and any deposit to the Fund shall be returned to the Depositor. (B) Escrow Agent shall be compensated by FELBA in the amount of $2,000 annually for its costs and reasonable out-of-pocket expenses incurred in connection with attending meetings of the performance Board or any committee of the Board of which the Board Representative is a member, if any, in each case to the same extent as the other members of the Board. The Company will maintain directors and officers liability insurance policies for all directors in such amounts and on such terms as approved by it of services the Board from time to time. To the extent that the Board Representative is entitled to be indemnified by the Company (in his capacity as Board Representative) or any insurer (the “Primary Insurer”) under this Escrow Agreement. Nonpayment Section 1.3, by any other person pursuant to rights to which the Board Representative may be entitled by contract or as a matter of such compensation law or equity (a “Secondary Indemnitor”) and/or by any insurer under any other policy applicable to the Board Representative (a “Secondary Insurer”), (a) the obligations of the Company under this Section 1.3 shall be no excuse for primary and the Escrow Agent’s failure obligations of any such Secondary Indemnitor shall be secondary, and the Company shall not be entitled to perform contribution or indemnification from or subrogation against any such Secondary Indemnitor with respect to any of its obligations under this Escrow AgreementSection 1.3, and (b) the Fund may Company shall use commercially reasonable efforts to cause the obligations of the Primary Insurer under this Section 1.3 to be primary and the obligations of the Secondary Insurer to be secondary and use commercially reasonable efforts to cause the Primary Insurer to not be charged entitled to contribution or withheld for the payment of fees, expenses or indemnity amounts. (C) FELBA hereby agrees to indemnify and hold Escrow Agent, its affiliates and their officers, employees, successors, assigns, attorneys and agents (each an “Indemnified Party”) harmless from all losses, costs, claims, demands, expenses, damages, penalties and attorneys’ fees suffered or incurred by any Indemnified Party or Escrow Agent as a result of anything which it may do or refrain from doing in connection with this Escrow Agreement or any litigation or cause of action arising indemnification from or in conjunction with this Escrow Agreement or involving the subject matter hereof or Escrow Funds or monies deposited hereunder or for any interest upon subrogation against any such monies, including, without limitation, arising out Secondary Insurer with respect to any of the negligence of Escrow Agent; provided that the foregoing indemnification shall not extend to the gross negligence or willful misconduct of Escrow Agent. This indemnity shall include, but not be limited to, all costs incurred in conjunction with any interpleader which the Escrow Agent may enter into regarding its obligations under this Escrow AgreementSection 1.3. Notwithstanding the foregoing, if indemnity is owing pursuant the parties agree and acknowledge that under no circumstances will the Company be required to initiate any Action or incur any fees or expenses (other than diminis out of pocket fees and expenses) or take any action that could reasonably be expected to result in an increase in insurance premium, change in coverage or scope of insurance or the foregoing as a direct result loss or denial of an unfounded claim or assertion of Depositor or Recipient, then FELBA shall have a claim over against such Depositor or Recipient, as the case may becoverage.

Compensation; Indemnification. (A) FELBA Each member of the Committee who is not a Trustee shall be paid a fee fixed sum of $ by $8,000 per month for serving as a Committee member, payable on the Depositorfirst of each month in advance, and not from provided that any member of the Fund, Committee may waive receipt of such monthly fee. All members shall be reimbursed for FELBA’s services their reasonable out-of-pocket expenses in connection with this Escrow Agreement and related arrangements. Such fee shall be paid by the Depositor at or prior to the time of deposit attending meetings of the FundCommittee. The Trust shall, and FELBA shall provide immediate confirmation as long as a member actually serves as a member of the receipt of such fee to the remaining parties to this Escrow Agreement. If such fee is not paidCommittee, this Escrow Agreement shall be ineffective and any deposit to the Fund shall be returned to the Depositor. (B) Escrow Agent shall be compensated by FELBA in the amount of $2,000 annually for its costs and expenses incurred in connection with the performance by it of services under this Escrow Agreement. Nonpayment of such compensation shall be no excuse for the Escrow Agent’s failure to perform its obligations under this Escrow Agreementdefend, and the Fund may not be charged or withheld for the payment of fees, expenses or indemnity amounts. (C) FELBA hereby agrees to indemnify and hold Escrow Agent, its affiliates and their officers, employees, successors, assigns, attorneys and agents (each an “Indemnified Party”) such member harmless from and against any and all losses, costs, claims, demands, expenses, damages, penalties penalties, judgments, awards, settlements, liabilities, costs, expenses and attorneys’ fees suffered or incurred by any Indemnified Party or Escrow Agent as a result of anything which it may do or refrain from doing in connection with this Escrow Agreement or any litigation or cause of action arising from or in conjunction with this Escrow Agreement or involving the subject matter hereof or Escrow Funds or monies deposited hereunder or for any interest upon any such monies, disbursements (including, without limitation, arising out reasonable attorneys’ fees, costs, expenses and disbursements) incurred by such member in the event that such member becomes a party, or is threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, relating to such member’s role as member of the negligence of Escrow Agent; provided that Committee. Anything to the foregoing indemnification contrary herein notwithstanding, the Trust shall not extend be required to indemnify, defend and hold harmless under this Charter any person for any action taken by such person or on such person’s behalf that occurs prior to the date of this Charter, after the Committee ceased to exist or after such person is no longer a member of the Committee. Nothing herein shall be construed to provide a member of the Committee with indemnification (i) if such member is found to have engaged in a violation of any provision of state or federal law, unless such member demonstrates that such action was taken in good faith and in a manner such member reasonably believed to be in or not opposed to the best interests of the Trust; or (ii) if such member acted in a manner that constitutes gross negligence or willful misconduct misconduct. A member of Escrow Agentthe Committee shall promptly notify the Trust in writing in the event of any third-party claims actually made against such member or known by such member to be threatened if such member intends to seek indemnification hereunder in respect of such claims. This indemnity In addition, upon delivery of notice with respect to any such claim, the Trust shall include, but promptly assume control of the defense of such claim with counsel chosen by the Trust. The Trust shall not be limited toresponsible for any settlement of any claim against any member of the Committee covered by this indemnity without its prior written consent. However, all costs incurred in conjunction with any interpleader which the Escrow Agent Trust may not enter into regarding this Escrow Agreement. Notwithstanding the foregoingany settlement of any such claim without such member’s consent unless such settlement includes (i) no admission of liability or guilt by such member, if indemnity is owing pursuant to the foregoing as a direct result and (ii) an unconditional release of an unfounded claim such member from any and all liability or assertion obligation in respect of Depositor or Recipient, then FELBA shall have a claim over against such Depositor or Recipient, as the case may beclaim.