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y. . <br /> B. The Claim Administrator shall have no responsibility for <br /> the compliance of the Plan with any applicable federal , <br /> state or local rule or law, and the Employer shall have <br /> the sole responsibility for and shall bear the entire <br /> cost of compliance with all federal , state and local <br /> rules and laws includinq, but not limited to, any li- <br /> censing, filing , reporting and disclosure requirements <br /> as may apply to the Plan, and all costs, expenses and <br /> fees relating thereto. <br /> C. The Claim Administrator shall , to the extent possible, <br /> advise the Employer of any legal actions against it or <br /> the Employer which involve the Plan or the obligations <br /> of the Employer or the Claim Administrator under the <br /> Plan or this Agreement. The Employer shall und�rtake <br /> the defense of such action and be responsible for the <br /> costs of defense; provided, however, that the Claim <br /> Administrator shall have the option, at its sole dis- <br /> cretion, to employ attorneys selected by it to defend <br /> any such action, the costs and expenses of which shall <br /> be the responsibility of the Employer. it is further <br /> agreed that the Claim Administrator (provided no con- <br /> £liets of interest exist) shall fully cooperate with the <br /> Employer, at no cost to the Claim Administrator, in the <br /> Employer' s defense of any action arising out of matters <br /> related to the Plan or this Agreement. <br /> D. The Claim Administrator hereby agrees to indemnify and <br /> hold harmless the Employer and its directors, officers <br /> and employees against any and all claims, lawsuits, set- <br /> tlements, judgments, eosts, penalties and expenses with <br /> respect to this Agreement resulting from or arising out <br /> of any acts of the Claim Administrator or its employees <br /> which have been determined to be fraudulent or criminal <br /> by a court of competent jurisdiction. <br /> E. The Claim Administrator does not insure or underwrite <br /> the liability of the Employer under the Plan. The Em- <br /> ployer retains the ultimate responsibility for claims <br /> under the Plan and all expenses incident to the Plan, <br /> except as specifically assumed in this Agreement by the <br /> Claim Administrator . The Employer agrees to indemnify <br /> and hold harmless the Claim Administrator and its direc- <br /> tors, officers and employees against any and all loss, <br /> liability, damages, penalties and expenses, including <br /> attorneys' fees, or other cost or obligation resulting <br /> from or arising out of claims, lawsuits, demands, set- <br /> tlements or judgments brought against the Claim Admin- <br /> istrator in connection with the administration of the <br /> Plan including, but not limited to, any claim based upon <br /> the disclosure of any information regarding a Covered <br /> Person by the Claim Administrator to the Employer or in <br /> connection with a claim for benefits under the Plan un- <br /> less it is first judicially determined by a court of <br /> -2- <br />