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Co� I �- <br /> � <br /> 6.5 Indemn�cation of Member Agency by Trustee <br /> The Member Agency shall not be liable for, and Trustee shall indemnify, defend ' <br /> (as set out in 6.8 of this Trust Agreement), and hold the Member Agency <br /> (including its officers, agents, employees and attomeys) and other Member <br /> Agencies and Altemate Trustees, harmless from and against any. claims, <br /> demands, loss, costs, expense or tiability imposed on the indemn�ed party, <br /> including reasonable attomeys' fees and costs ir�curred by the indemnified party, <br /> arising as a result of Trustee's active or passive negligent act or omission or <br /> willful misconduct in the execution or performance of its duties under this Trust <br /> Agreement. <br /> 6.6 Indemnification of Trustee by Trust Administrator <br /> The Trustee shall not be liable for, and Trust Adrr.:�istrator shall indemnify and <br /> hold the Trustee (including its officers, agents, employees and attomeys) <br /> harmless from and against any claims, demands, loss, costs, expense or liability <br /> imposed on the indemnified party, including reasonable attomeys' fees and costs <br /> incurred- by the indemn�ed party, arising as a result of Trust Administrator's <br /> active or passive negligent act or omission or willful �misconduct in the execution <br /> or performance of its duties under this Trust Agreement. <br /> 6.7 Indemnification of Trust Administrator by Trustee <br /> The Trust Administrator shall not be liable for, and Trustee shall indemnify and <br /> hold the Trust Administrator (including its officers, agents, employees and <br /> attorneys) harmless from and against any claims, demands, loss, costs, expense <br /> or liability imposed on the indemnified party, including reasonable attorneys' fees <br /> and costs incurred by the indemnified party, arising as a result of Trustee's active <br /> or passive negligent act or omission or willful misconduct in the execution or <br /> performance of its duties under this Trust Agreement. <br /> 6.8 Indemnification Procedures <br /> Promptly after receipt by an indemnified party of notice or receipt of a claim or <br /> the commencement of any action for whicn indemnification may be sought, the <br /> indemnified party will notify the indemnifying party in writing of the receipt or <br /> commencement thereof. When the indem�ifying party has agreed to provide a <br /> defense as set out above that party shall assume the defense of such action <br /> (including the employment of counsel, whc shall be counsel satisfactory to such <br /> indemnitee) and the payment of expenses, insofar as such action shall relate to <br /> any alleged liability in respect of which ir�demnity may be sought against the <br /> indemnifying party. Any indemn�ed party shall have the right to employ <br /> separate counsel in any such action and to participate in the defense thereof, but <br /> the fees and expenses of such counsel shall not be at the expense of the <br /> 2� <br /> 2567_12 PEL <br />