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FUND INDEMNITY AGREEMENT
Agreement dated as of November [__], 1995 between ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III, ▇▇▇▇▇
▇. ▇'▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, the "Trustees"), not in their
individual capacities but solely as trustees of AJL PEPS Trust (the "Trust").
WHEREAS the Trust is a trust formed under the laws of the State
of New York pursuant to a Trust Agreement dated as of August 17, 1995, as
amended and restated as of November [__], 1995 (the "Trust Agreement"); and
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as sponsor under the Trust Agreement,
desires to make provision for the payment of certain indemnification expenses of
the Trust;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement, the parties agree as follows:
1. Definitions. Capitalized terms used herein and not defined
herein shall have the meanings ascribed thereto in the Trust Agreement.
2. Agreement to Pay Expenses. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to
pay to the Trust, and hold the Trust harmless from, any expenses of the Trust
arising under Sections 2.2(f) and 6.6 of the Administration Agreement, Section
15 of the Custodian Agreement, Section 5.4(b) of the Paying Agent Agreement and
Section 7.6 of the Trust Agreement (collectively, "Indemnification Expenses").
Subject to paragraph [__] hereof, payment hereunder by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be
made in New York Clearing House funds no later than five Business Days after the
receipt by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, pursuant to paragraph 3 hereof, of written notice of
any claim for Indemnification Expenses.
3. Notice of Receipt of Claim. The Trustees shall give
notice to, or cause notice to be given to, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in writing of any
claim for Indemnification Expenses or any threatened claim for Indemnification
Expenses immediately upon their acquiring knowledge thereof. Such written notice
shall be accompanied by any demand, ▇▇▇▇, invoice or other communication
received from any third party claimant (a "Claimant") in respect of such
Indemnification Expense.
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4. Right to Contest. The Trustees agree that ▇▇▇▇▇▇
▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is authorized on behalf of the Trustees and the
Trust to, contest in good faith with any Claimant any amount contained in any
claim for Indemnification Expense, provided, that if, within such time
period as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall determine to be reasonable, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
such Claimant are unable to resolve amicably any disagreement regarding such
claim for Indemnification Expense, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall retain counsel
reasonably satisfactory to the Trustees to represent the Trustees in any
resulting proceeding and shall pay the fees and disbursements of such counsel
related to such proceeding. It is understood that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not, in
respect of the legal expenses of any indemnified party in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the Claimant, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees
to indemnify the Trustees and the Trust from and against any loss or liability
by reason of such settlement or judgment.
5. Statements and Reports. The Trustees shall collect
and safekeep all demands, bills, invoices or other written communications
received from third parties in connection with any claim for Indemnification
Expenses and shall prepare and maintain adequate books and records showing all
receipts and disbursements of funds in connection therewith. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
shall have the right to inspect and to copy, at its expense, all such documents,
books and records at all reasonable times and from time to time during the term
of this Agreement.
6. Term of Contract. This Agreement shall continue in effect
until the termination of the Trust in accordance with Section [__] of the Trust
Agreement.
7. No Assignment. No party to this Agreement may assign
its rights or delegate its duties hereunder without the prior written consent of
the other parties, except that the Trust may delegate any and all duties
hereunder to the Administrator to the extent permitted by law.
8. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the matters contained herein and
supersedes all prior agreements or understandings. No amendment or modification
of this Agreement shall be valid unless the amendment or
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modification is in writing and is signed by all the parties to this Agreement.
9. Notices. All notices, demands, reports, statements,
approvals or consents given by any party under this Agreement shall be in
writing and shall be delivered in person or by telecopy or other facsimile
communication or sent by first-class U.S. mail, registered or certified, postage
prepaid, to the appropriate party at its address on the signature pages hereof
or at such other address subsequently notified to the other parties hereto. A
copy of any communication to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be furnished to [▇▇▇▇▇ ▇▇▇▇ &
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇
▇▇▇▇▇▇▇, Esq.], provided that the failure to furnish such copy shall not affect
the effectiveness of any such communication. Any party may change its address
for purposes hereof by delivering a written notice of the change to the other
parties. All notices given under this Agreement shall be deemed received (a) in
the case of hand delivery, on the day of delivery, (b) in the case of telecopy
or other facsimile communication, on the day of transmission, and (c) in the
case of mailing, on the third day after such notice was deposited in the mail.
10. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
11. Governing Law. This Agreement shall be governed by and be
construed in accordance with the laws of the State of New York.
12. Counterparts. This Agreement may be signed in counterpart
with all of such counterparts constituting one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their authorized representatives the date first above written.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.
INCORPORATED
By_______________________
Address:
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
_________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Address:
_________________________
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Address:
_________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Address:
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