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<br />Section 9. <br />follows: <br />(a) <br /> <br />(b) <br /> <br />Dispute Resolution. Finistar, Fiscal Agent and Public Depositor agree as <br /> <br />In the event of a disagreement between Finistar and Public Depositor or <br />between Finistar and a Participating Bank (whether or not Public <br />Depositor is a party to such dispute) that results in claims or demands <br />being made in connection with or for funds of Public Depositor (including <br />interest earned thereon) held in a Master NOW Account at a Participating <br />Bank, Fiscal Agent may, at its election, either (i) maintain such funds <br />(including all interest earned thereon) in the applicable Master NOW <br />Account until it receives instructions of a court of competent jurisdiction <br />or instructions agreed upon by Finistar and Public Depositor or Finistar, <br />Public Depositor and such Participating Ban..l{, as applicable, in each case <br />directing Fiscal Agent to withdraw such funds (and all interest earned <br />thereon) and specifying the parties to whom it shall transmit such funds <br />(and interest) and the amounts to be transmitted, or (ii) withdraw such <br />funds (including all interest earned thereon) and deposit them with any <br />court (or clerk of court) having competent jurisdiction pursuant to such <br />. legal action as may be necessary or appropriate in the opinion of Fiscal <br />Agent. Neither action .shall deprive Fiscal Agent of its right to receive <br />compensation earned by it prior to its transfer of the aforesaid funds. <br />- During the existence of any such disagreement or resulting legal action by <br />Finistar, Public Depositor or a Participating Bank, Fiscal Agent may <br />refuse to comply with the demands or instructions of any party to the <br />disagreement. <br />Finistar/Fiscal Agent Disputes. In the event of a disagreement between <br />Finistar and Fiscal Agent (whether or not Public Depositor isa party to <br />such dispute) that results in claimsor demands being made in connection <br />with or for funds of Public Depositor (including interest earned thereon) . <br />held in the Custodial Account or in a Master NOW Account. at a <br />Participating Bank, Public Depositor may require Fiscal Agent to either (i) <br />maintain such funds (including all interest earned thereon) in the Custodial <br />Account or the Master NOW Account, as applicable, for such time as' <br />Public Depositor shall specify, or (ii) withdraw such funds (including all <br />interest earned thereon)" and disburse them' in' accordance with <br />. Withdrawal/Transfer 1nstructions delivered by Finistar at the direction of <br />Public Depositor and in compliance with this Agreement. Neither action <br />shall deprive Fiscal Agent of its right to receive compensation earned by it <br />prior to its transfer of the aforesaid funds. <br /> <br />I <br />I <br />j <br />I <br />i <br /> <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />1 <br />, <br />I <br />., <br /> <br />Section 10. Indemnification. Finistar agrees to indemnify and hold harmless Fiscal <br />Agent and its officers, directors, employees and agents (each, an "Indemnified Party") <br />from and against all losses, damages, costs, judgments, arbitration awards, liabilities and <br />expenses, including reasonable attorneys', accountants' and investigators' fees and <br />expenses (collectively, "Damages"), arising or resulting from claims, claims for relief, <br />actions, causes of action and similar legal proceedings (collectively, "Claims") asserted <br />against it, them or any of them by reason of (i) Finistar's failure to perform its duties and <br /> <br />G- or "3 <br /> <br />I <br />i <br />I <br />