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such person or persons are related to the Trust, for action or failure to take action with respect to <br />Trust Assets. <br />8.5 Indemnification of Agency by Trustee. The Trustee agrees to indemnify the Agency <br />against, and hold the Agency harmless from, all liabilities and claims (including reasonable <br />attorney's fees and costs incurred by the Agency) against the Agency as a result of any breach of <br />fiduciary responsibility by the Trustee which proximately causes loss to the Trust, and where Trustee <br />knowingly participates in such a breach, knowingly undertakes to conceal such breach, has actual <br />knowledge of such breach and fails to take reasonable action to remedy such breach or through its <br />negligence or willful misconduct in performing its duties under this Agreement, proximately causes <br />loss to the Trust. <br />8.6 Indemnification of Trustee by Trust Administrator. The Trustee shall not be liable for, <br />and Trust Administrator shall indemnify and hold the Trustee (including its officers, agents, <br />employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or <br />liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred <br />by the indemnified party, arising as a result of Trust Administrator's active or passive negligent act <br />or omission or willful misconduct in the execution or performance of its duties under this <br />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, <br />agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, <br />expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs <br />incurred by the indemnified party, arising as a result of Trustee's active or passive negligent act or <br />omission or willful 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, <br />and Trust Administrator shall indemnify and hold the Agency (including its officers, agents, <br />employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or <br />liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred <br />by the indemnified party, arising as a result of Trust Administrator's active or passive negligent act <br />or omission or willful misconduct in the execution or performance of its duties under this <br />Agreement. <br />8.9 Indemnification of Trust Administrator by Agency. The Trust Administrator shall not be <br />liable for, and Agency shall indemnify and hold the Trust Administrator (including its officers, <br />agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, <br />expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs <br />incurred by the indemnified party, arising as a result of Agency's active or passive negligent act or <br />omission or willful misconduct in the execution or performance of its duties under this Agreement. <br />17 <br />55C-35