The Cooperative shall indemnify NRECA and hold it harmless from and against all loss, liability, damage, expense, reasonable attorney’s fees or other obligations resulting from, or arising out of, any act or omission of the Cooperative or the Plan in connection with the terms of the Plan or its operation, including any participant vesting date, claim, demand or lawsuit by Participants and beneficiaries against NRECA relating to vesting dates, benefit payments or services performed hereunder. In addition, the Cooperative shall indemnify NRECA and hold it harmless from and against any and all liability, expense, demand or other obligation resulting from or out of any premium charge, tax, penalty, interest, or similar assessment (federal or state) for which the Participant, Plan or Cooperative is liable, including but not limited to those arising from vesting dates, late payments, or other operational or plan document failures. The Cooperative shall also indemnify NRECA and hold it harmless from and against all loss, liability, damage, expense, reasonable attorney’s fees or other obligations resulting from or arising out of the gross negligence or willful misconduct of any employee, officer, director, agent, representative or subcontractor of the Cooperative.