Common use of Indemnification and Liability Clause in Contracts

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not arising out of or relating to the failure of the Subservicer to comply with the terms of this Agreement.

Indemnification and Liability. The Subservicer shall be liable (a) In consideration of the appointment of Depositary, the Company agrees fully to indemnify and hold Depositary and its directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless from and against any and all claims, losses, liabilities, damages, costs or expenses (including reasonable legal fees and expenses) incurred by the Indemnified Person by reason of or resulting from this Agreement or any action (or inaction, as the case may be) taken in accordance herewith as set forth connection therewith (including Depositary having accepted such appointment or by reason of its carrying out of any of the terms of this Agreement), and agrees to reimburse the Indemnified Person for all of its expenses, including reasonable fees and expenses of counsel and court costs, incurred by reason of any position or action taken (or omitted) by the Indemnified Person pursuant to this Agreement or in Section 7 herein only connection with any action brought to interpret or enforce the provisions this Agreement or any part thereof, except to the extent of that any such claim, loss, liability, damage, cost or expense results from the obligations specifically undertaken by the Subservicer under this AgreementIndemnified Person’s own gross negligence or willful misconduct. For purposes The above indemnification provisions shall survive any termination of this Section, in Agreement including any termination under any bankruptcy or similar law or the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the earlier resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. Depositary. (b) The Subservicer parties hereto hereby agree that no Indemnified Person shall not be under any liability liable to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, such parties for any action actions taken or for refraining from the taking of by any action Indemnified Person pursuant to this Agreement, for errors and in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and compliance with the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable terms hereof except in respect of this Agreement and any liability or expenses incurred by the other Basic Documents and the rights and duties Indemnified Person arising from its gross negligence or willful misconduct. Each of the parties to this Agreement (for itself and the other Basic Documents any Person claiming through it) hereby releases, waives, discharges, exculpates and the interests of the Noteholders. To covenants not to ▇▇▇ any Indemnified Person for any action taken or omitted under this Agreement except to the extent that the Subservicer is required to appear caused by such Indemnified Person’s gross negligence or willful misconduct. Notwithstanding anything in or is made a defendant in any legal action or other proceeding relating this Agreement to the servicing contrary, in no event shall Depositary be liable to the Company or to any Secured Party for special, indirect or consequential loss or damage of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not any kind whatsoever (including lost profits) arising out of this Agreement and the transactions contemplated hereby, even if Depositary has been advised of the likelihood of such loss or relating damage and regardless of the form of action. (c) Except for actions expressly required hereunder for which indemnification is provided pursuant to Section 4.6.7(a), each Indemnified Person shall be fully justified in refusing to take or continuing to take any action hereunder unless a confirmation was given satisfactory to Depositary that the indemnities theretofore provided to Depositary remain in effect or that a new indemnity substantially similar to the failure indemnities provided under the Note Purchase Agreement has been provided. Any Indemnified Person may consult with legal counsel of its own selection in the Subservicer event of any dispute or question as to comply the construction of this Agreement or the Indemnified Person’s duties hereunder, and the Indemnified Person shall incur no liability and shall be fully protected in acting in accordance with the terms advice, written opinion and instructions of this Agreementsuch counsel.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or a. If the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation is required to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or proceeding commenced by any party other proceeding than the Issuer with respect to any matter arising hereunder, the Issuer shall indemnify and hold the Servicer harmless from all loss, liability, or expense (including reasonable attorney's fees, but excluding all incidental, special, and consequential damages) except for any loss, liability or expense arising out of or relating to the servicing Servicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Subserviced Student LoansCustodian Agreements. Subject to the limitations set forth in paragraph 14(b) hereof, the Servicer shall indemnify and hold the Subservicer Issuer harmless from all costloss, liability or and expense of the Subservicer not (including reasonable attorney's fees) arising out of or relating to the failure Servicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the Custodian Agreements, provided that in no event shall the Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Master Servicing Agreement. b. If a Financed Student Loan is denied the guarantee by the guaranty agency or the loss of federal interest, special allowance, and/or insurance benefits, the Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost guarantee is not reinstated within nine months of the Subservicer date the Servicer learns of the loss of the guarantee on a Financed Student Loan, the Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Servicer may delay taking such actions by giving written notice to the Issuer not less often than each 90 days that the Servicer has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Servicer gives notice of such delay, the Servicer agrees to pay any accrued interest on the account that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Servicer to make the Issuer whole and if the sale was to an eligible lender to the extent the Issuer has, or can make available, funds therefor. c. The Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Servicer has made best efforts to comply with the terms of this Agreementretroactive additional requirements.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. The Subservicer shall pay for any loss, liability, claim or expense (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement) that may be imposed on, incurred by or asserted against the Servicer, the Issuer, the Indenture Administrator, the Indenture Trustee, the Eligible Lender Trustee or the Owner Trustee by the Department pursuant to the Higher Education Act, to the extent that such loss, liability or expense arose out of, or was imposed upon the Servicer, the Issuer, the Indenture Administrator, the Indenture Trustee, the Eligible Lender Trustee or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Subservicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Servicer, the Issuer, the Indenture Administrator, the Indenture Trustee, the Eligible Lender Trustee or the Owner Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Subservicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Subservicer. Notwithstanding the foregoing, if the Subservicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Subservicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Subservicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. If the Subservicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Subservicer, without interest. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not arising out of or relating to the failure of the Subservicer to comply with the terms of this Agreement.

Indemnification and Liability. a. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent Servicer nor any of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Sectionits directors, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16officers, employees or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not agents will be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee Issuer or the Eligible Lender Trustee except as provided under this Agreement, Noteholders for taking any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement, or for errors in judgment; provided, for however, that, unless otherwise limited in the related prospectus supplement, neither the Servicer nor any incorrect person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or incomplete information provided by schools, Borrowers, Guarantors and negligence in the Department, for performance of the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations Servicer's duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. b. The Servicer is under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any no obligation to appear in, prosecute prosecute, or defend any legal action where it that is not named as a party; providedincidental to its servicing responsibilities under this Agreement and that, howeverin its opinion, that the Subservicer may cause it to incur any expense or liability. The servicer may undertake any reasonable action that it may deem deems necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To . c. If the extent that the Subservicer Servicer is required to appear in in, or is made a defendant in any legal action or proceeding commenced by any party other proceeding than the Issuer with respect to any matter arising hereunder, the Issuer shall indemnify and hold the Servicer harmless from all loss, liability, or expense (including reasonable attorney's fees) except for any loss, liability or expense arising out of or relating to the servicing Servicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Subserviced Student LoansCustody Agreement. Subject to the limitations set forth in paragraph 19(b) hereof, the Servicer shall indemnify and hold the Subservicer Issuer harmless from all costloss, liability or and expense of the Subservicer not (including reasonable attorney's fees) arising out of or relating to the failure Servicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the Subservicer Custody Agreement, provided that in no event shall the Servicer be responsible or liable for any incidental, special or consequential damages with respect to comply with the terms any matter whatsoever arising out of this Agreement. d. If a Financed Student Loan is denied the guarantee by the Guaranty Agency or the loss of federal interest, special allowance, and/or insurance benefits, the Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost guarantee is not reinstated within nine (9) months of the date the Servicer learns of the loss of the guarantee on a Financed Student Loan, the Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Servicer may delay taking such actions by giving written notice to the Issuer not less often than each ninety (90) days that the Servicer has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Servicer gives notice of such delay, the Servicer agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Servicer to make the Issuer whole and if the sale was to an eligible lender to the extent the Issuer has, or can make available, fund therefor. e. The Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Servicer has made best efforts to comply with retroactive additional requirements.

Indemnification and Liability. (a) Borrower shall indemnify, defend and hold harmless Depositary and its officers, directors, shareholders, controlling persons, employees, and agents (collectively, the “Indemnitees”) from and against and reimburse the Indemnitees for any and all claims, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, actions, suits, judgments, costs and expenses (including reasonable attorney’s fees of a single counsel, plus a single local counsel if required, and additional counsel solely to the extent the Indemnitees have inconsistent or conflicting defenses or the circumstances giving rise to such indemnification would create an ethical conflict for such single counsel) of whatever kind or nature, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimed against any such Indemnitee (collectively, “Claims”) in any way relating to, or arising out of or in connection with this Agreement. (b) The Subservicer foregoing indemnities shall be liable in accordance herewith as set forth in Section 7 herein only not apply with respect to an Indemnitee, to the extent of a Claim arising solely as a result of the obligations specifically undertaken (i) gross negligence or willful misconduct of such Indemnitee (or such Indemnitee’s officers, directors, shareholders, controlling persons, employees and agents) as determined by a final non-appealable judgment of a court of competent jurisdiction, but shall continue to apply to all other Indemnitees or (ii) action or inaction (to the Subservicer under this Agreement. For purposes extent a duty to act existed on the part of such Indemnitee) of another Indemnitee. (c) The provisions of this Section, in Section 3.6.5 shall survive foreclosure under the event Collateral Documents and satisfaction or discharge of the termination Obligations for Claims based upon facts or occurrences arising on or prior to the date of the such satisfaction and discharge (notwithstanding that such Claim may not be asserted or known to an Indemnitee until a date subsequent to such satisfaction and discharge), and shall be in addition to any other rights and obligations remedies of the Subservicer as Subservicer pursuant to Section 16, or a resignation Depositary. (d) Any amounts payable by such Subservicer Borrower pursuant to this Agreement, such Subservicer Section 3.6.5 shall be deemed paid within twenty (20) days after Borrower receives a reasonably detailed written invoice for such amounts from any applicable Indemnitee, and if not paid within such twenty (20) day period shall bear interest at the Default Rate. (e) No Indemnitee shall settle any Claim unless Borrower has consented to be such settlement or has been given the Subservicer pending appointment of a successor subservicer pursuant opportunity to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a partysuch Claim; provided, howeverthat an Indemnitee may settle any Claim if, that the Subservicer may undertake in Depositary’s sole determination, Borrower is not diligently defending such Claim and/or does not have Distributable Cash or equity commitments available to it to timely pay any reasonable action that it may deem necessary or desirable adverse determination in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not arising out of or relating to the failure of the Subservicer to comply with the terms of this Agreementsuch Claim.

Indemnification and Liability. The Subservicer 22.1 Without prejudice to any other limitation (whether effective or not) of either party’s liability, neither party shall be liable (whether in accordance herewith contract, tort (including negligence) or for breach of statutory duty or otherwise) for any loss of profits, use, opportunity, goodwill, business or anticipated savings, for any indirect or consequential losses in connection with this Agreement, the services or the Products (in each case irrespective of any negligence or other act, default or omission of a party (or its employees or agents), and regardless of whether such loss or claim was foreseeable or not or whether the other has been informed of the possibility of such loss). Nothing in this Clause 22.1 shall however operate to limit or exclude any liability for fraud. 22.2 Licensor hereby indemnifies Licensee in full and on demand and shall keep Licensee so indemnified from and against all Losses incurred or suffered by Licensee whether or not foreseeable and howsoever arising, as set forth a result of any Claim by a third party which alleges that the Finished Product has caused death or personal injury as a direct result of the Finished Product as delivered to Licensor failing to meet the Agreed Quality. The indemnity in Section 7 herein only this Clause 22.2 shall not apply where the Losses or Claim shall have resulted from damage to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, Product in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant transit or in storage following delivery to Section 16, or Licensee. 22.3 Where a resignation by such Subservicer party seeks indemnification pursuant to this Agreement, the following provisions shall apply: 22.3.1 the party seeking indemnification (“Indemnitee”) shall notify the other party (“Indemnitor”) in writing promptly, but no later than forty five (45) days after becoming aware of any Claim in respect of which indemnification may be sought hereunder; 22.3.2 if any action is threatened or brought against the Indemnitee, it shall notify the Indemnitor of that action within forty five (45) days of the Claim being brought to the Indemnitee’s attention and the Indemnitor shall have the right but not the obligation, to defend against, control the defence of, and settle any such Subservicer claim and if the Indemnitor fails to take action in defence of the Claim within forty five (45) days of the Claim being notified to the Indemnitor, or if the Indemnitor subsequently ceases to pursue such defence, the Indemnitee shall be deemed have the right but not the obligation to be defend the Subservicer pending appointment Claim; and 22.3.3 the party not pursuing the defence of a successor subservicer pursuant to Section 18. Liability of Claim as envisaged in Clause 22.3.2 shall co-operate as reasonably requested by the Subservicer under this Section shall survive other party in the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking defence of any action Claim indemnifiable pursuant to this Agreement. 22.4 In case that and as far as the Indemnitor takes action in defence of any such Claim, for errors the Indemnitee shall be entitled to participate in judgmentthe defence of any such Claim provided, for any incorrect or incomplete information provided by schoolshowever, Borrowers, Guarantors and the Department, decisions of counsel for the failure Indemnitor shall supersede any decisions made by counsel for the Indemnitee. 22.5 The amount of any party indemnification payable pursuant to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to shall include all reasonable legal and professional services costs incurred in respect of the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided relevant Claim. 22.6 Nothing in this Agreement, the Subservicer or agreements to be entered into pursuant to its terms shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action way exclude or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, limit any party’s liability for death or expense of the Subservicer not arising out of personal injury caused by its negligence or relating to the failure of the Subservicer to comply with the terms of this Agreementfor fraudulent misrepresentation.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. The Subservicer shall pay for any loss, liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Servicer, the Issuer or the Owner Trustee by the Department pursuant to the Higher Education Act, to the extent that such loss, liability or expense arose out of, or was imposed upon the Servicer, the Issuer or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Subservicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Servicer, the Issuer or the Owner Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Subservicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Subservicer. Notwithstanding the foregoing, if the Subservicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Subservicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Subservicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 1612, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 1814. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. If the Subservicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Subservicer, without interest. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Interest Rate Cap Counterparty, the Administrator, the Owner Trustee, the Indenture Administrator, Administrator or the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowersborrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not arising out of or relating to the failure of the Subservicer to comply with the terms of this Agreement.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that a. If the Subservicer is required to appear in in, or is made a defendant in any legal action or proceeding commenced by any party other proceeding relating than Servicer with respect to the servicing of the Subserviced Student Loansany matter arising hereunder, the Servicer shall indemnify and hold the Subservicer harmless from all costloss, liability, or expense (including reasonable attorney's fees) except for any loss, liability or expense of the Subservicer not arising out of or relating to the failure Subservicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Custody Agreement. Subject to the limitations set forth in paragraph 19(b) hereof, the Subservicer shall indemnify and hold the Servicer harmless from all loss, liability and expense (including reasonable attorney's fees) arising out of or relating to comply the Subservicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the terms Custody Agreement, provided that in no event shall the Subservicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Agreement. b. If a Subserviced Student Loan is denied the guarantee by the Guaranty Agency or the loss of federal interest, special allowance, and/or insurance benefits, the Subservicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost guarantee is not reinstated within nine (9) months of the date the Subservicer learns of the loss of the guarantee on a Subserviced Student Loan, the Subservicer shall take actions which make the Servicer and the Issuer whole with respect to the Subserviced Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Subservicer may delay taking such actions by giving written notice to the Servicer not less often than each ninety (90) days that the Subservicer has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Subservicer gives notice of such delay, the Subservicer agrees to pay any accrued interest on the Subserviced Student Loan that may be uninsured. The Servicer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Subserviced Student Loan which is cured and is reinsured subsequent to its sale by the Servicer pursuant to actions taken by the Subservicer to make the Servicer and the Issuer whole and if the sale was to an eligible lender, to the extent the Servicer makes available, funds therefor. c. The Subservicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Subservicer assumed responsibility for servicing the Subserviced Student Loan, nor shall the Subservicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Subservicer has made best efforts to comply with retroactive additional requirements.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to (a) Neither the extent Master Servicer nor any of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Sectionits directors, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16officers, employees or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not agents will be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee Issuer or the Eligible Lender Trustee except as provided under this Agreement, Noteholders for taking any action taken or for refraining from the taking of any action pursuant to this Agreement, or for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that neither the Subservicer Master Servicer nor any person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. (b) The Master Servicer is under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities under this Agreement and that, in its opinion, may cause it to incur any expense or liability. The Master Servicer may undertake any reasonable action that it may deem deems necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To . (c) If the extent that the Subservicer Master Servicer is required to appear in in, or is made a defendant in any legal action or proceeding commenced by any party other proceeding relating than the Issuer with respect to the servicing of the Subserviced Student Loansany matter arising hereunder, the Servicer Issuer shall indemnify and hold the Subservicer Master Servicer harmless from all costloss, liability, or expense (including reasonable attorney's fees) except for any loss, liability or expense of the Subservicer not arising out of or relating to the failure Master Servicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder. Subject to the Subservicer limitations set forth in paragraph 19(b) hereof, the Master Servicer shall indemnify and hold the Issuer harmless from all loss, liability and expense (including reasonable attorney's fees) arising out of or relating to comply the Master Servicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder, provided that in no event shall the terms Master Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Agreement. (d) If a Financed Student Loan is denied the Guarantee by the Guaranty Agency or the loss of federal interest, special allowance, and/or insurance benefits, the Master Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost Guarantee is not reinstated within twelve (12) months of the date the Master Servicer learns of the loss of the Guarantee on a Financed Student Loan, the Master Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the Guarantee; provided, however, the Master Servicer may delay taking such actions by giving written notice to the Issuer not less often than each ninety (90) days that the Master Servicer has reason to believe that the Guarantee will be reinstated within time frames permitted by regulations. If the Master Servicer gives notice of such delay, the Master Servicer agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Master Servicer to make the Issuer whole and if the sale was to an Eligible Lender to the extent the Issuer has, or can make available, fund therefor. 13 (e) The Master Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Master Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Master Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Master Servicer has made best efforts to comply with retroactive additional requirements.

Indemnification and Liability. 9.1. Subject to 9.6, each Party shall fully indemnify, defend and hold harmless the other Party, its affiliates, and their officers, directors, employees, agents, successors and assigns (“Indemnitees”) from and against any and all Liabilities incurred by or asserted against any Indemnitee of whatever kind or nature due to (a) a breach or alleged breach by the indemnifying Party of any obligation, representation or warranty in this Agreement, or (b) claim related to the gross negligence or willful misconduct of the indemnifying Party or its employees. The Subservicer Party seeking indemnification shall be liable in accordance herewith promptly notify the indemnifying Party of any such claims, suits and actions, and upon request, provide assistance to the indemnifying Party. The indemnifying Party shall not enter into any settlement or compromise related thereto without the prior written consent of the indemnified Party. 9.2. Wellhub acts solely as an intermediary to facilitate and promote access and use of Affiliate Partners by Subscribers, and does not provide any physical activity or fitness facilities. As such, for the avoidance of doubt, ▇▇▇▇▇▇▇’ obligation as set forth in Section 7 herein only section 9.1 shall not apply to the extent any such Liability arises from use of Affiliate Partners’ services that are accessed by Subscribers through the obligations specifically undertaken System 9.3. Except as expressly stated herein, and subject to section 9.7, all warranties, conditions and other terms implied by the Subservicer under law (whether by statute, common law or otherwise) are excluded from this Agreement. 9.4. For purposes Liability shall mean liability arising out of or in connection with this SectionAgreement, whether in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability under an indemnity contained in this Agreement and/or arising from a breach of, or a resignation by such Subservicer pursuant failure to this Agreementperform or defect or delay in performance of, such Subservicer shall be deemed to be the Subservicer pending appointment any of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided Party’s obligations under this Agreement, in each case howsoever caused including if caused by negligence or if caused by a deliberate and/or repudiatory breach by that Party. 9.5. Subject always to section 9.7 neither Party will have any Liability to the other Party for any action taken of the following losses (in each case whether direct, indirect or for refraining from the taking consequential): i. loss of profit, ii. loss of use, loss of revenue, loss of production or loss of business, iii. loss of goodwill, loss of reputation or loss of opportunity, iv. loss of anticipated savings or loss of margin, v. loss of bargain, vi. liability to third parties; vii. loss of use or value of any action pursuant data or software , viii. wasted management, operational or other time, ix. wasted expenditure incurred in reliance upon the anticipated performance of this Agreement by ▇▇▇▇▇▇▇, x. loss or damage arising out of any failure to keep full and up to date security copies of any computer program and data held or used by or on behalf of the other Party or xi. indirect, consequential or special loss. 9.6. Subject always to section 9.7, a Party’s maximum aggregate Liability under this AgreementAgreement shall be limited to the amount equal to six (6) months of the Enterprise Subscription Fee set forth in the Proposal 9.7. Nothing in this Agreement will operate to exclude or restrict one Party’s Liability (if any) to the other: i. for death or personal injury resulting from its gross negligence or willful misconduct or the gross negligence or willful misconduct by a person for whom it is vicariously liable; ii. for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable, for errors in judgment, or iii. for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, matter for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where which it is not named as a party; providedpermitted by law to exclude or limit, howeveror to attempt to exclude or limit, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not arising out of or relating to the failure of the Subservicer to comply with the terms of this Agreementits liability.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to (a) Neither the extent Master Servicer nor any of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Sectionits directors, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16officers, employees or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not agents will be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee Issuer or the Eligible Lender Trustee except as provided under this Agreement, Noteholders for taking any action taken or for refraining from the taking of any action pursuant to this Agreement, or for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that neither the Subservicer Master Servicer nor any person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Master Servicer's duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. (b) The Master Servicer is under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities under this Agreement and that, in its opinion, may cause it to incur any expense or liability. The Master Servicer may undertake any reasonable action that it may deem deems necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To . (c) If the extent that the Subservicer Master Servicer is required to appear in in, or is made a defendant in any legal action or proceeding commenced by any party other proceeding relating than the Issuer with respect to the servicing of the Subserviced Student Loansany matter arising hereunder, the Servicer Issuer shall indemnify and hold the Subservicer Master Servicer harmless from all costloss, liability, or expense (including reasonable attorney's fees) except for any loss, liability or expense of the Subservicer not arising out of or relating to the failure Master Servicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder. Subject to the Subservicer limitations set forth in paragraph 19(b) hereof, the Master Servicer shall indemnify and hold the Issuer harmless from all loss, liability and expense (including reasonable attorney's fees) arising out of or relating to comply the Master Servicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder, provided that in no event shall the terms Master Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Agreement. (d) If a Financed Student Loan is denied the Guarantee by the Guaranty Agency or the loss of federal interest, special allowance, and/or insurance benefits, the Master Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost Guarantee is not reinstated within twelve (12) months of the date the Master Servicer learns of the loss of the Guarantee on a Financed Student Loan, the Master Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the Guarantee; provided, however, the Master Servicer may delay taking such actions by giving written notice to the Issuer not less often than each ninety (90) days that the Master Servicer has reason to believe that the Guarantee will be reinstated within time frames permitted by regulations. If the Master Servicer gives notice of such delay, the Master Servicer agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Master Servicer to make the Issuer whole and if the sale was to an Eligible Lender to the extent the Issuer has, or can make available, fund therefor. (e) The Master Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Master Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Master Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Master Servicer has made best efforts to comply with retroactive additional requirements.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to (1) Neither the extent Master Servicer nor any of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Sectionits directors, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16officers, employees or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not agents will be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee Issuer or the Eligible Lender Trustee except as provided under this Agreement, holders of Notes for taking any action taken or for refraining from the taking of any action pursuant to this Agreement, or for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that neither the Subservicer Master Servicer nor any person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Master Servicer’s duties hereunder or by reason of reckless disregard of its obligations and duties hereunder, provided that, in the event that the Indenture Trustee shall be the Master Servicer pursuant to Section 11 hereof, neither the Indenture Trustee, as Master Servicer, nor any of its directors, officers, employees or agents will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the Master Servicer’s duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. (2) The Master Servicer is under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities under this Agreement and that, in its opinion, may cause it to incur any expense or liability. The Master Servicer may undertake any reasonable action that it may deem deems necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To holders of Notes. (3) If the extent that the Subservicer Master Servicer is required to appear in in, or is made a defendant in any legal action or proceeding commenced by any party other proceeding relating than the Issuer with respect to the servicing of the Subserviced Student Loansany matter arising hereunder, the Servicer Issuer shall indemnify and hold the Subservicer Master Servicer harmless from all costloss, liability, or expense (including reasonable attorney’s fees) except for any loss, liability or expense of the Subservicer not arising out of or relating to the failure Master Servicer’s willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder. Subject to the Subservicer limitations set forth in paragraph 19(1) hereof, the Master Servicer shall indemnify and hold the Issuer harmless from all loss, liability and expense (including reasonable attorney’s fees) arising out of or relating to comply the Master Servicer’s willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder, provided that in no event shall the terms Master Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Agreement. (4) If a Financed Student Loan is denied the Guarantee by the Guaranty Agency or the loss of federal interest, special allowance, and/or insurance benefits, the Master Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost Guarantee is not reinstated within twelve (12) months of the date the Master Servicer learns of the loss of the Guarantee on a Financed Student Loan, the Master Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the Guarantee; provided, however, the Master Servicer may delay taking such actions by giving written notice to the Issuer not less often than each ninety (90) days that the Master Servicer has reason to believe that the Guarantee will be reinstated within time frames permitted by regulations. If the Master Servicer gives notice of such delay, the Master Servicer agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Master Servicer to make the Issuer whole and if the sale was to an Eligible Lender to the extent the Issuer has, or can make available, fund therefor. (5) The Master Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Master Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Master Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Master Servicer has made best efforts to comply with retroactive additional requirements.

Indemnification and Liability. The Subservicer A. Neither the Auditor, OSC, nor the State shall be liable for any delay or failure in accordance herewith as set forth in Section 7 herein only to the extent performance beyond its control resulting from acts of the obligations specifically undertaken war (which shall not include network security breaches or other cyber-related incidents); act of nature or God; electrical outage that is not caused by the Subservicer obligated Party; government restrictions; or other similar causes that are beyond the control of any Party (“force majeure event”). The Party identifying such force majeure event shall notify the other Party that such force majeure event has occurred. The Parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. For purposes If such force majeure event continues for more than 90 days after notice, either Party may terminate for convenience all or any agreed upon portion of this Sectionthe Services upon 60 days’ written notice, provided, however, that if such termination for convenience occurs at Auditor’s request, Auditor will provide OSC and any successor auditor selected by OSC with detailed reports, including status, for all work completed by Auditor up to the last date that Services are provided, and, furthermore, will provide transitional support to a successor auditor to facilitate an orderly transition. This paragraph does not excuse either Party’s B. The Auditor shall be fully liable for any act or omission of the Auditor or any of its staff and shall fully indemnify, defend and hold harmless OSC and the State, their officials, agents and employees (including those entities to which the Auditor has shared OSC Confidential Information as stated in the event Confidentiality sections herein), without limitation, from suits, actions, damages and costs of every name and description (including reasonable attorney’s fees and expenses) arising from personal injury (including wrongful death) and/or damage to real or tangible personal property (including electronic systems, software, and databases) or intellectual property caused by any intentional act or the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16negligence, gross negligence, willful misconduct, fraud, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with applicable laws of the Auditor or any of its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a partystaff; provided, however, that the Subservicer may undertake Auditor shall not be obligated to indemnify OSC for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of OSC. 1. prompt written notice of any action, claim, suit, proceeding, or threat of such action relating to this Agreement; 2. the opportunity to take over, settle, or defend any such action, claim, suit, or proceeding at Auditor’s sole expense; and 3. reasonable assistance in the defense of any such action at the expense of Auditor. C. In no event would any indemnification provided under Section XVI.B, above, be effected by KPMG if doing so would violate applicable, generally-accepted professional audit standards as established by a regulating entity with jurisdiction over Auditor or industry-recognized professional association with widely-recognized and accepted professional auditing standards applicable to Auditor (e.g., AICPA) that it may deem necessary prohibit indemnification under such circumstances. D. For all other claims, liabilities, and expenses arising under or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties related to this Agreement where liability is not otherwise set forth in this Agreement as being without limitation, and the other Basic Documents and the interests regardless of the Noteholdersbasis on which the claim is made, the Auditor shall be liable for any act or omission of the Auditor or any of its officers, directors, employees, subsidiaries, affiliates, partners, agents or subcontractors, in an amount not to exceed, in aggregate, the greater of the dollar amount of this Agreement, or two times the charges paid to the Auditor. To The Auditor shall not be responsible for loss of records or data unless the extent that the Subservicer Auditor is required to appear in back-up the records or is made a defendant in data. E. Notwithstanding the above, neither Party shall be liable for any legal action consequential, indirect, or other proceeding relating to the servicing special damages of the Subserviced Student Loansany kind which may result directly or indirectly from such performance, including, without limitation, damages resulting from loss of use or loss of profit by OSC, the Servicer shall indemnify and hold the Subservicer harmless Auditor, or by others. F. OSC may, in addition to other legal remedies available to it, retain from all cost, liability or expense of the Subservicer not arising out of or relating amounts otherwise due Auditor such moneys as may be necessary to the failure of the Subservicer to comply with the terms of this Agreementsatisfy any claim for damages OSC may have against Auditor.

Indemnification and Liability. The Subservicer Without prejudice to any other limitation (whether effective or not) of either Party’s liability, neither Party shall be liable (whether in accordance herewith contract, tort (including negligence) or for breach of statutory duty or otherwise) for any loss of profits, use, opportunity, goodwill, business or anticipated savings, for any indirect or consequential losses in connection with this Agreement or the Products (in each case irrespective of any negligence or other act, default or omission of a Party (or its employees or agents), and regardless of whether such loss or claim was foreseeable or not or whether the other has been informed of the possibility of such loss). Nothing in this Clause 22 shall however operate to limit or exclude any liability for fraud. Licensor hereby indemnifies Licensee in full and on demand and shall keep Licensee so indemnified from and against all Losses incurred or suffered by Licensee whether or not foreseeable and howsoever arising, as set forth a result of any Claim by a third party which alleges that the Finished Product has caused death or personal injury as a direct result of the Finished Product as delivered to Licensee proved not to meet the Agreed Quality. The indemnity in Section 7 herein only this Clause 22 shall not apply where the Losses or Claim shall have resulted from damage to the extent of the obligations specifically undertaken by the Subservicer under this AgreementProduct in transit or in storage following delivery to Licensee. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or Where a resignation by such Subservicer Party seeks indemnification pursuant to this Agreement, the following provisions shall apply: 22.1.1 the Party seeking indemnification (“Indemnitee”) shall notify the other Party (“Indemnitor”) in writing promptly, but no later than forty five (45) days after becoming aware of any Claim in respect of which indemnification may be sought hereunder; 22.1.2 if any action is threatened or brought against the Indemnitee, it shall notify the Indemnitor of that action within 45 days of the Claim being brought to the Indemnitee’s attention and the Indemnitor shall have the right but not the obligation, to defend against, control the defence of, and settle any such Subservicer claim and if the Indemnitor fails to take action in defence of the Claim within 45 days of the Claim being notified to the Indemnitor, or if the Indemnitor subsequently ceases to pursue such defence, the Indemnitee shall be deemed have the right but not the obligation to be defend the Subservicer pending appointment Claim; and 22.1.3 the Party not pursuing the defence of a successor subservicer pursuant to Section 18. Liability of Claim as envisaged in Clause 22.1.2 shall co-operate as reasonably requested by the Subservicer under this Section shall survive other Party in the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking defence of any action Claim indemnifiable pursuant to this Agreement. In case that and as far as the Indemnitor takes action in defence of any such Claim, for errors the Indemnitee shall be entitled to participate in judgmentthe defence of any such Claim provided, for any incorrect or incomplete information provided by schoolshowever, Borrowers, Guarantors and the Department, decisions of counsel for the failure Indemnitor shall supersede any decisions made by counsel for the Indemnitee. The amount of any party indemnification payable pursuant to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to shall include all reasonable legal and professional services costs incurred in respect of the insolvency of any Guarantorrelevant Claim. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided Nothing in this Agreement, the Subservicer or agreements to be entered into pursuant to its terms shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action way exclude or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, limit any Party’s liability for death or expense of the Subservicer not arising out of personal injury caused by its negligence or relating to the failure of the Subservicer to comply with the terms of this Agreementfor fraudulent misrepresentation.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or a. If the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation is required to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or proceeding commenced by any party other proceeding than the Issuer with respect to any matter arising hereunder, the Issuer shall indemnify and hold the Servicer harmless from all loss, liability, or expense (including reasonable attorney’s fees, but excluding all incidental, special, and consequential damages) except for any loss, liability or expense arising out of or relating to the servicing Servicer’s willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Subserviced Student LoansCustodian Agreements. Subject to the limitations set forth in paragraph 14(b) hereof, the Servicer shall indemnify and hold the Subservicer Issuer and the Delaware Trustee harmless from all costloss, liability or and expense of the Subservicer not (including reasonable attorney’s fees) arising out of or relating to the failure Servicer’s willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the Custodian Agreements, provided that in the case of the Subservicer Issuer in no event shall the Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Master Servicing Agreement. b. If a Financed Student Loan is denied the guarantee by the guaranty agency or the loss of federal interest, special allowance, and/or insurance benefits, the Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost guarantee is not reinstated within nine months of the date the Servicer learns of the loss of the guarantee on a Financed Student Loan, the Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Servicer may delay taking such actions by giving written notice to the Issuer not less often than each 90 days that the Servicer has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Servicer gives notice of such delay, the Servicer agrees to pay any accrued interest on the account that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Servicer to make the Issuer whole and if the sale was to an eligible lender to the extent the Issuer has, or can make available, funds therefor. c. The Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Servicer has made best efforts to comply with the terms of this Agreementretroactive additional requirements.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or a. If the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation is required to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or proceeding commenced by any party other proceeding than the Issuer with respect to any matter arising hereunder, the Issuer shall indemnify and hold the Servicer harmless from all loss, liability, or expense (including reasonable attorney's fees, but excluding all incidental, special, and consequential damages) except for any loss, liability or expense arising out of or relating to the servicing Servicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Subserviced Student LoansCustodian Agreements. Subject to the limitations set forth in paragraph 14(b) hereof, the Servicer shall indemnify and hold the Subservicer Issuer and the Delaware Trustee harmless from all costloss, liability or and expense of the Subservicer not (including reasonable attorney's fees) arising out of or relating to the failure Servicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the Custodian Agreements, provided that in the case of the Subservicer Issuer in no event shall the Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Master Servicing Agreement. b. If a Financed Student Loan is denied the guarantee by the guaranty agency or the loss of federal interest, special allowance, and/or insurance benefits, the Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost guarantee is not reinstated within nine months of the date the Servicer learns of the loss of the guarantee on a Financed Student Loan, the Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Servicer may delay taking such actions by giving written notice to the Issuer not less often than each 90 days that the Servicer has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Servicer gives notice of such delay, the Servicer agrees to pay any accrued interest on the account that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Servicer to make the Issuer whole and if the sale was to an eligible lender to the extent the Issuer has, or can make available, funds therefor. c. The Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Servicer has made best efforts to comply with the terms of this Agreementretroactive additional requirements.

Indemnification and Liability. (a) Borrower shall indemnify, defend and hold harmless Depositary and its officers, directors, shareholders, controlling persons, employees, and agents (collectively, the “Indemnitees”) from and against and reimburse the Indemnitees for any and all claims, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, actions, suits, judgments, costs and expenses (including reasonable attorney’s fees of a single counsel, plus a single local counsel if required, and additional counsel solely to the extent the Indemnitees have inconsistent or conflicting defenses or the circumstances giving rise to such indemnification would create an ethical conflict for such single counsel) of whatever kind or nature, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimed against any such Indemnitee (collectively, “Claims”) in any way relating to, or arising out of or in connection with this Agreement. (b) The Subservicer foregoing indemnities shall be liable in accordance herewith as set forth in Section 7 herein only not apply with respect to an Indemnitee, to the extent of a Claim arising as a result of the obligations specifically undertaken (i) gross negligence or willful misconduct of such Indemnitee (or such Indemnitee’s officers, directors, shareholders, controlling persons, employees and agents) as determined by a final non-appealable judgment of a court of competent jurisdiction, but shall continue to apply to all other Indemnitees or (ii) action or inaction (to the Subservicer under this Agreement. For purposes extent a duty to act existed on the part of such Indemnitee) of another Indemnitee. (c) The provisions of this Section, in Section 3.6.5 shall survive foreclosure under the event Collateral Documents and satisfaction or discharge of the termination First Lien Obligations for Claims based upon facts or occurrences arising on or prior to the date of the such satisfaction and discharge (notwithstanding that such Claim may not be asserted or known to an Indemnitee until a date subsequent to such satisfaction and discharge), and shall be in addition to any other rights and obligations remedies of the Subservicer as Subservicer pursuant to Section 16, or a resignation Depositary. (d) Any amounts payable by such Subservicer Borrower pursuant to this Agreement, such Subservicer Section 3.6.5 shall be deemed paid within thirty (30) days after Borrower receives a reasonably detailed written invoice for such amounts from any applicable Indemnitee, and if not paid within such thirty (30) day period shall bear interest at the Default Rate. (e) No Indemnitee shall settle any Claim unless Borrower has consented to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not arising out of or relating to the failure of the Subservicer to comply with the terms of this Agreementsuch settlement.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, Administrator or the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors Borrowers and the DepartmentInsurance Companies, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any GuarantorInsurance Company. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Subserviced Student Loans, the Servicer shall indemnify and hold the Subservicer harmless from all cost, liability or expense of the Subservicer not arising out of or relating to the failure of the Subservicer to comply with the terms of this Agreement.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or a. If the Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation is required to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or proceeding commenced by any party other proceeding than the Issuer with respect to any matter arising hereunder, the Issuer shall indemnify and hold the Servicer harmless from all loss, liability, or expense (including reasonable attorney's fees, but excluding all incidental, special, and consequential damages) except for any loss, liability or expense arising out of or relating to the servicing Servicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Subserviced Student LoansCustodian Agreement. Subject to the limitations set forth in paragraph 14(b) hereof, the Servicer shall indemnify and hold the Subservicer Issuer harmless from all costloss, liability or and expense of the Subservicer not (including reasonable attorney's fees) arising out of or relating to the failure Servicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the Custodian Agreement, provided that in no event shall the Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Master Servicing Agreement. b. If a Financed Student Loan is denied the guarantee by the guaranty agency or the loss of federal interest, special allowance, and/or insurance benefits, the Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost guarantee is not reinstated within nine months of the Subservicer date the Servicer learns of the loss of the guarantee on a Financed Student Loan, the Servicer shall take actions which make the Issuer whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Servicer may delay taking such actions by giving written notice to the Issuer not less often than each 90 days that the Servicer has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Servicer gives notice of such delay, the Servicer agrees to pay any accrued interest on the account that may be uninsured. The Issuer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Financed Student Loan which is cured and is reinsured subsequent to its sale by the Issuer pursuant to actions taken by the Servicer to make the Issuer whole and if sale was to an eligible lender to the extent the Issuer has, or can make available, funds therefor. c. The Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Servicer assumed responsibility for servicing the Financed Student Loan, nor shall the Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Servicer has made best efforts to comply with the terms of this Agreementretroactive additional requirements.

Indemnification and Liability. The Subservicer shall be liable in accordance herewith as set forth in Section 7 herein only to a. If the extent of the obligations specifically undertaken by the Subservicer under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Subservicer as Subservicer pursuant to Section 16, or a resignation by such Subservicer pursuant to this Agreement, such Subservicer shall be deemed to be the Subservicer pending appointment of a successor subservicer pursuant to Section 18. Liability of the Subservicer under this Section shall survive the resignation or removal of the Subservicer or the Sub-Servicer or the termination of this Agreement. The Subservicer shall not be under any liability to the Servicer, the Issuer, the Noteholders, the Administrator, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, Borrowers, Guarantors and the Department, for the failure of any party to this Servicing Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor. The Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Subservicer shall not be under any obligation is required to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Subservicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders. To the extent that the Subservicer is required to appear in or is made a defendant in any legal action or proceeding commenced by any party other proceeding relating than Servicer with respect to the servicing of the Subserviced Student Loansany matter arising hereunder, the Servicer shall indemnify and hold the Subservicer Sub-Servicer harmless from all costloss, liability, or expense (including reasonable attorney's fees) except for any loss, liability or expense of the Subservicer not arising out of or relating to the failure Sub-Servicer's willful misconduct or negligence with regard to the performance of services hereunder or breach of its obligations hereunder or under the Subservicer Custody Agreement. Subject to comply the limitations set forth in paragraph 19(b) hereof, the Sub-Servicer shall indemnify and hold the Servicer harmless from all loss, liability and expense (including reasonable attorney's fees) arising out of or relating to the Sub-Servicer's willful misconduct or negligence with regard to performance of services hereunder or breach of its obligations hereunder or under the terms Custody Agreement, provided that in no event shall the Sub-Servicer be responsible or liable for any incidental, special or consequential damages with respect to any matter whatsoever arising out of this Agreement. b. If a Subserviced Student Loan is denied the guarantee by the Guaranty Agency or the loss of federal interest, special allowance, and/or insurance benefits, the Sub-Servicer shall have the right to take any action not prohibited by law or regulation to reduce its losses, if any, hereunder, including but not limited to curing, at its own expense, any due diligence or other servicing violation. If any lost guarantee is not reinstated within nine (9) months of the date the Sub-Servicer learns of the loss of the guarantee on a Subserviced Student Loan, the Sub-Servicer shall take actions which make the Servicer and the Issuer whole with respect to the Subserviced Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, the Sub-Servicer may delay taking such actions by giving written notice to the Servicer not less often than each ninety (90) days that the Sub-Servicer has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. If the Sub-Servicer gives notice of such delay, the Sub-Servicer agrees to pay any accrued interest on the Subserviced Student Loan that may be uninsured. The Servicer agrees to use its best efforts to cause the repurchase, at par plus insured interest and benefits thereon, of any Subserviced Student Loan which is cured and is reinsured subsequent to its sale by the Servicer pursuant to actions taken by the Sub-Servicer to make the Servicer and the Issuer whole and if the sale was to an eligible lender, to the extent the Servicer makes available, funds therefor. c. The Sub-Servicer shall have no responsibility for any error or omission (including due diligence violations) which occurred prior to the date the Sub-Servicer assumed responsibility for servicing the Subserviced Student Loan, nor shall the Sub-Servicer be responsible for losses, damages or expenses arising from any change in law or regulation which retroactively imposes additional requirements for documentation or servicing actions, provided that the Sub-Servicer has made best efforts to comply with retroactive additional requirements.