Common use of Indemnities of the Administrator Clause in Contracts

Indemnities of the Administrator. (a) The Administrator agrees to indemnify (i) the Trust Estate from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable attorneys' fees of counsel) arising as a result of the Administrator's acts or omissions (subject to the administration standard set forth in Section 5.02(b)) in violation of this Indenture and (ii) the Trustee, its directors, officers, employees and agents, from, and hold it harmless against, any and all losses, liabilities, damages, claims, expenses (including attorney's fees and disbursements), fines or penalties, or judgments arising out of or in connection with the performance by the Trustee of its duties hereunder or in connection with the Trust Estate, or the issuance of the Notes except to the extent the Trustee's own bad faith, willful misconduct or negligence contributes to the loss, liability, damage, claim or expense. (b) This Section 12.01 shall survive the termination of this Indenture or the resignation or removal of the Trustee in respect of rights accrued prior to such resignation or removal.

Indemnities of the Administrator. (a) The Administrator agrees to indemnify (i) the Trust Estate from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable attorneys' fees of counsel) arising as a result of the Administrator's acts or omissions (subject to the administration standard set forth in Section 5.02(b5.2(b)) in violation of this Indenture and (ii) the Trustee, its any separate trustee or co-trustee, if any, their directors, officers, employees and agents, from, and hold it harmless against, any and all losses, liabilities, damages, claims, expenses (including attorney's fees and disbursements), fines or penalties, or judgments arising out of or in connection with the performance by the Trustee Trustee, separate trustee, if any, or co-trustee, if any, of its duties hereunder or in connection with the Trust Estate, or the issuance of the Notes except to the extent the Trustee's, separate trustee's or co-trustee's own bad faith, willful misconduct or negligence contributes has been judicially determined to have contributed to the loss, liability, damage, claim or expense. (b) This Section 12.01 12.1 shall survive the termination of this Indenture or the resignation or removal of the Trustee in respect of rights accrued prior to such resignation or removal.

Indemnities of the Administrator. (a) The Administrator agrees to indemnify (i) the Trust Estate from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable attorneys' fees of counsel) arising as a result of the Administrator's acts or omissions (subject to the administration standard set forth in Section 5.02(b)) in violation of this Indenture and (ii) the Trustee, its directors, officers, employees and agents, from, and hold it harmless against, any and all losses, liabilities, damages, claims, expenses (including attorney's fees and disbursements), fines or penalties, or judgments arising out of or in connection with the performance by the Trustee of its duties hereunder or in connection with the Trust Estate, or the issuance of the Notes except to the extent the Trustee's own bad faith, willful misconduct or negligence contributes to the loss, liability, damage, claim or expense.. 73 (b) This Section 12.01 shall survive the termination of this Indenture or the resignation or removal of the Trustee in respect of rights accrued prior to such resignation or removal.