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continuity

08/18/10 12:38 AM

#230517 RE: never-again #230513

i will read it next chance i get. Thanks.
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jascha

08/18/10 12:46 AM

#230518 RE: never-again #230513

did I read write...from the P&A...does this clear JPM of any claims?

12.1 Indemnification of Indemnitees. From and after Ban Closing and subject to
the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with
Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any
and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the
assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection with claims
against any Indemnitee (1) based on liabilities of the Failed Ban that are not assumed by the
Assuming Ban pursuant to this Agreement or subsequent to the execution hereof
by the
Assuming Bank or any Subsidiar or Affiliate of the Assuming Ban for which indemnification
is provided hereunder in (a) of this Section 12.1 or (2) described in Section 12.1(a) below
subject in each case to certain exclusions as provided in (b) ofthis Section 12.1:
(a)
(1) claims based on the rights of any shareholder or former shareholder as such of
(x) the Failed Ban, or (y) any Subsidiar or Affliate of
the Failed Ban;
etc..etc...etc.