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such directions) from the Plan Administrator, or any other party to whom Plan Administrator has given
<br />authority to direct the Trustee, which the Trustee reasonably believes to have been given by any of them;
<br />(ii) the negligence or willful misconduct of the Plan Administrator, or any other person designated to act
<br />on Plan Administrator's behalf; or (iii) the Plan Administrator's execution of its duties under this Trust
<br />Agreement, except in the event of the Trustee's gross negligence or material breach of this Agreement
<br />which directly causes the loss to the Trust.
<br />(b) The Agency further agrees to the extent permitted by law to indemnify the Trustee for and
<br />against any claims, demands or liabilities imposed on the Trustee, including reasonable attorneys' fees
<br />and costs incurred by the Trustee, which exceed amounts payable or available from the Trust, arising as a
<br />result of claims asserted by a third person or persons, not otherwise described in (a), and whether such
<br />person or persons are related to the Trust, for action or failure to take action with respect to Trust Assets.
<br />8.5 Indemnification of Agency by Trustee. The Trustee agrees to indemnify the Agency against,
<br />and hold the Agency hannless from, all liabilities and claims (including reasonable attorney's fees and
<br />costs incurred by the Agency) against the Agency as a result of any breach of fiduciary responsibility by
<br />the Trustee which proximately causes loss to the Trust, and where Trustee knowingly participates in such
<br />a breach, knowingly undertakes to conceal such breach, has actual knowledge of such breach and fails to
<br />take reasonable action to remedy such breach or through its gross negligence in perfonning its duties
<br />under this Agreement, proximately causes loss to the Trust.
<br />8.6 Indemnification of Trustee by Trust Administrator. The Trustee shall not be liable for, and
<br />Trust Administrator shall indemnify and hold the Trustee (including its officers, agents, employees and
<br />attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the
<br />indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party,
<br />arising as a result of Trust Administrator's active or passive negligent act or omission or willful
<br />misconduct in the execution or performance of its duties under this Agreement.
<br />8.7 Indemnification of Trust Administrator by Trustee. The Trust Administrator shall not be
<br />liable for, and Trustee shall indemnify and hold the Trust Administrator (including its officers, agents,
<br />employees and attorneys) hannless from and against any claims, demand, loss, costs, expense or liability
<br />imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the
<br />indemnified party, arising as a result of Trustee's active or passive negligent act or omission or willful
<br />misconduct in the execution or performance of its duties under this Agreement.
<br />8.8 Indemnification of Agency by Trust Administrator. The Agency shall not be liable for, and
<br />Trust Administrator shall indemnify and hold the Agency (including its officers, agents, employees and
<br />attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the
<br />indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party,
<br />arising as a result of Trust Administrator's active or passive negligent act or omission or willful
<br />misconduct in the execution or performance of its duties under this Agreement.
<br />8.9 Indemnification of Trust Administrator by Agency. The Trust Administrator shall not be
<br />liable for, and Agency shall to the extent permitted by law indemnify and hold the Trust Administrator
<br />(including its officers, agents, employees and attorneys) harmless from and against any claims, demand,
<br />loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees
<br />and costs incurred by the indemnified party, arising as a result of Agency's active or passive negligent
<br />act or omission or willful misconduct in the execution or performance of its duties under this Agreement.
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