Common use of Custodian’s Indemnification Clause in Contracts

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner Indenture Trustee, and the Servicer shall not be liable Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of this Section 2.2(f) shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee and each or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the failure of their officers, directors, employees and agents shall be entitled the Indenture Trustee or its agent or designee to indemnification hereunderreturn any documents or any delay in doing so.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by incurred, or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable (i) to the Issuer for any portion of any such amount resulting from the willful misfeasance, bad faith, or negligence of the Indenture Trustee, the Owner Trustee or the Issuer, (ii) to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith faith, or gross negligence of the Owner Indenture Trustee, the Owner Trustee or the Issuer and the Servicer shall not be liable (iii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith faith, or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order Owner Trustee or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder.

Custodian’s Indemnification. (a) The Subject to Section 5.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files including those incurred in accordance connection with any action, claim or suit brought to enforce the terms of this AgreementIndenture Trustee’s right to indemnification; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or to the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.1(d). The provisions of this Section 2.1(f) shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee and each of their officersor Servicer, directorsin its capacity as custodian. Any amount payable to the Indenture Trustee pursuant to this Section 2.1(f), employees and agents to the extent not paid by the Servicer, shall be entitled to indemnification hereunderpaid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files Files, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in accordance connection with the terms enforcement of this Agreementthe custodian’s indemnification or other obligations hereunder; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence (or gross negligence in the case of the Owner Trustee) of the Owner Trustee or the Indenture Trustee, in as the case may be, or any such officer, director, employee or agent of the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation, each case of which is duly documented. If the Servicer shall have made any indemnity 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 extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appealServicer, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwithout interest.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence (or gross negligence in the case of the Owner Trustee) of the Owner Trustee or the Indenture Trustee, in as the case may be, or any such officer, director, employee or agent of the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation, each case of which is duly documented. If the Servicer shall have made any indemnity 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 extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appealServicer, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwithout interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesactual loss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the a result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Student Loan Files as required by this Agreement where the final determination that any such improper act or omission by the Servicer resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator, or by way of settlement agreed to by the terms of this AgreementServicer; provided, however, that the amount of any liability with respect to any Financed Student Loan shall not exceed the amount that would have been paid if such Student Loan had been accepted and paid by the related Guarantor as a claim, and provided, further, that the Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Servicer's or any other party's rights, in each case to the extent such matters have been determined definitively by obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. In the event that the Custodian fails to produce an original note or installment contract that was in its possession pursuant to Section 3.3 within five (a5) The Servicer as custodian Business Days after required or requested by the Trustee or Issuer under Section 3.3(e), and provided that (i) the Custodian previously notified the Issuer that it was in possession of such document; (ii) such document is not outstanding pursuant to a request for release of documents under Section 3.3(e); and (iii) such document was held by the Custodian on behalf of the Issuer (a “Custodian Delivery Failure”), then the Custodian shall indemnify the Issuer, Insurer and Trustee in accordance with the Owner succeeding sentence of this Section 3.3(g). The Custodian shall indemnify and hold harmless Issuer, Insurer and Trustee (individually and the Indenture Trustee in its capacity as such), and each of their respective officers, directors, employees and agents for from and against any and all direct liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Trustee, Insurer or the Holders as the result of any improper act such Custodian Delivery Failure. Indemnification under this Subsection (g) shall survive termination of this Agreement and the resignation or omission in any way relating to the maintenance and custody by the Servicer as custodian removal of the Receivable Files in accordance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and as the Servicer case may be. If Custodian shall not be liable have made any indemnity payments to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction Insurer pursuant to a final order this Section and Trustee or verdict not subject to appealInsurer thereafter shall collect any of such amounts from Persons other than Custodian, and until such determination, the Issuer, Trustee or Insurer, as the Owner Trusteecase may be, the Indenture Trustee and each of their officersshall, directorsas soon as practicable following such receipt thereof, employees and agents shall be entitled repay such amounts to indemnification hereunderCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer Master Servicer, as custodian custodian, shall indemnify the IssuerTrust, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Master Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceTrust, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, in each as the case to may be, or any such officer, director, employee or agent of the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the IssuerTrust, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee case may be. Indemnification under this Section shall survive the resignation or removal of the Master Servicer or the termination of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and each shall include reasonable fees and expenses of their officerscounsel and expenses of litigation. If the Master Servicer shall have made any indemnity 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, directorssuch Person shall promptly repay such amounts to the Master Servicer, employees and agents shall be entitled to indemnification hereunderwithout interest.

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs attorneys' fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee or the Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files where the final determination that any such improper act or omission by the Servicer resulted in accordance with such liability, obligation, loss, damage, payment, cost or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the terms of this AgreementServicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith Trust or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case Owner Trustee and the Servicer shall not be liable to the extent Trustee for any portion of any such matters have been determined definitively by amount resulting from the willful misfeasance, bad faith or negligence of the Trustee. This provision shall not be considered to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case may be. Indemnification under this subsection (g) shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If Custodian shall have made any indemnity payments to the extent such matters have been determined definitively by a court of competent jurisdiction Owner Trustee or Indenture Trustee pursuant to a final order this Section 3.3(g) and Owner Trustee or verdict not subject to appealIndenture Trustee thereafter shall collect any of such amounts from Persons other than Custodian, and until such determination, the Issuer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and each of their officerscase may be, directorsshall, employees and agents shall be entitled as soon as practicable following such receipt thereof, repay such amounts to indemnification hereunderCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case may be. Indemnification under this subsection (g) shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If Custodian shall have made any indemnity payments to the extent such matters have been determined definitively by a court of competent jurisdiction Owner Trustee or Indenture Trustee pursuant to a final order this Section and Owner Trustee or verdict not subject to appealIndenture Trustee thereafter shall collect any of such amounts from Persons other than Custodian, and until such determination, the Issuer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and each of their officerscase may be, directorsshall, employees and agents shall be entitled as soon as practicable following such receipt thereof, repay such amounts to indemnification hereunderCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case may be. Indemnification under this subsection (g) shall include reasonable fees and expenses of counsel and expenses of litigation and shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If Custodian shall have made any indemnity payments to the extent such matters have been determined definitively by a court of competent jurisdiction Owner Trustee or Indenture Trustee pursuant to a final order this Section and Owner Trustee or verdict not subject to appealIndenture Trustee thereafter shall collect any of such amounts from Persons other than Custodian, and until such determination, the Issuer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and each of their officerscase may be, directorsshall, employees and agents shall be entitled as soon as practicable following such receipt thereof, repay such amounts to indemnification hereunderCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any or Indenture Trustee to the extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each as the case may be. Indemnification under this subsection (g) shall include reasonable fees and expenses of counsel and expenses of litigation and shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If Custodian shall have made any indemnity payments to the extent such matters have been determined definitively by a court of competent jurisdiction Owner Trustee or Indenture Trustee pursuant to a final order this Section and Owner Trustee or verdict not subject to appealIndenture Trustee thereafter shall collect any of such amounts from Persons other than Custodian, and until such determination, the Issuer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and each of their officerscase may be, directorsshall, employees and agents shall be entitled as soon as practicable following such receipt thereof, repay such amounts to indemnification hereunderCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify and hold harmless the IssuerTrust, the Owner Trustee Trustee, the Indenture Administrator and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs attorneys’ fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Indenture Administrator or the Indenture Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceTrust, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee Administrator or the Indenture Trustee, as the case may be, for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each Administrator or the Indenture Trustee, as the case may be. This provision shall not be considered to limit the Servicer’s or any other party’s rights, obligations, liabilities, claims or defenses which arise as a matter of their officers, directors, employees and agents shall be entitled law or pursuant to indemnification hereunderany other provision of this Agreement.

Custodian’s Indemnification. (a) The Servicer Each Master Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Surety Provider or the Indenture Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the such Master Servicer as custodian of the Receivable Financed Student Loan Files held by it under this Agreement where the final determination that any such improper act or omission by such Master Servicer resulted in accordance with the terms such loss, liability or expense is established by a court of this Agreementlaw, by an arbitrator or by way of settlement agreed to by such Master Servicer; providedPROVIDED, however, that the such Master Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case Eligible Lender Trustee and such Master Servicer shall not be liable to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each or the Surety Provider, as the case may be, for any portion of their officersany such amount resulting from the willful misfeasance, directorsbad faith or negligence of the Indenture Trustee or the Surety Provider, employees and agents as the case may be. This provision shall not be entitled construed to indemnification hereunderlimit a Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement.

Custodian’s Indemnification. (a) The Servicer Master Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Surety Provider or the Indenture Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian of the Receivable Financed Student Loan Files where the final determination that any such improper act or omission by the Master Servicer resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the terms of this AgreementMaster Servicer; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case Eligible Lender Trustee and the Master Servicer shall not be liable to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each or the Surety Provider, as the case may be, for any portion of their officersany such amount resulting from the willful misfeasance, directorsbad faith or negligence of the Indenture Trustee or the Surety Provider, employees and agents as the case may be. This provision shall not be entitled construed to indemnification hereunderlimit the Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the IssuerTrust, the Noteholders, the Owner Trustee Trustee, the Bond Administrator and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Bond Administrator or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way by the Servicer, as custodian, relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceTrust, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee Trustee, the Bond Administrator, any successor Servicer or successor Custodian or any such officer, director, employee or agent of the Trust, the Owner Trustee, the Indenture Trustee, the Bond Administrator, or any successor Servicer or successor Custodian for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee, the Indenture Trustee, in each the Bond Administrator, or any successor Servicer or successor Custodian, as the case to may be, or any such officer, director, employee or agent of the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the IssuerTrust, the Owner Trustee, the Indenture Trustee Trustee, the Bond Administrator, or any successor Servicer or successor Custodian, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and each shall include reasonable fees and expenses of their officerscounsel and expenses of litigation. If the Servicer shall have made any indemnity 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, directorssuch Person shall promptly repay such amounts to the Servicer, employees and agents shall be entitled to indemnification hereunderwithout interest.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents to the extent such loss, liability or expense results from the Master Servicer's failure to perform its duties as specified in this Article III where the result of final determination that any such improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian or any Subcustodian resulted in such loss, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Receivable Files in accordance with the terms of this AgreementMaster Servicer; provided, however, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement; provided, however, the Master Servicer shall not be liable for any such costs, expenses, losses, claims, damages and liabilities imposed upon such Person to the extent that they arise out of or result from such matters have been determined definitively by Person's negligence, willful malfeasance or bad faith or a court breach of competent jurisdiction pursuant the representations and warranties of such Person in this Agreement. Notwithstanding anything to a final order the contrary contained in this Article III, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or verdict not subject to appealother legal or equitable theory for any lost profits or exemplary, and until such determinationpunitive, the Issuerspecial, the Owner Trusteeincidental, the Indenture Trustee and indirect or consequential damages, each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwhich is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the IssuerTrust, the Owner Trustee Trustee, the Collateral Agent and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Collateral Agent or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Collateral Agent, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Collateral Agent or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee, the Collateral Agent or the Indenture Trustee, in each as the case to the extent may be, or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Collateral Agent or the Indenture Trustee Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of this Agreement and each shall include reasonable fees and expenses of their officerscounsel and expenses of litigation. If the Servicer shall have made any indemnity 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, directorssuch Person shall promptly repay such amounts to the Servicer, employees and agents shall be entitled to indemnification hereunderwithout interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesactual loss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the a result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Student Loan Files as required by this Agreement where the final determination that any such improper act or omission by the Servicer resulted in accordance such loss, liability or expense is established by a court of law, by an arbitrator, or by way of settlement agreed to by the Servicer; PROVIDED, HOWEVER, that the amount of any liability with respect to any Financed Student Loan shall not exceed the terms of this Agreement; providedamount that would have been paid if such Student Loan had been accepted and paid by the related Guarantor as a claim, howeverand PROVIDED, FURTHER, that the Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Servicer's or any other party's rights, in each case to the extent such matters have been determined definitively by obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever Indemnifiable Expense that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents to the extent such Indemnifiable Expense results from the Master Servicer's failure to perform its duties as specified in this Article III where the result of final determination that any such improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian or any Subcustodian resulted in such Indemnifiable Expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Receivable Files in accordance with the terms of this AgreementMaster Servicer; provided, however, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement; provided, however, the Master Servicer shall not be liable for any such Indemnifiable Expense imposed upon such Person to the extent that they arise out of or result from such matters have been determined definitively by Person's negligence, willful malfeasance or bad faith or a court breach of competent jurisdiction pursuant the representations and warranties of such Person in this Agreement. Notwithstanding anything to a final order the contrary contained in this Article III, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or verdict not subject to appealother legal or equitable theory for any lost profits or exemplary, and until such determinationpunitive, the Issuerspecial, the Owner Trusteeincidental, the Indenture Trustee and indirect or consequential damages, each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwhich is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages.

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs attorneys' fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee or the Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files where the final determination that any such improper act or omission by the Servicer resulted in accordance with such liability, obligation, loss, damage, payment, cost or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the terms of this AgreementServicer; providedPROVIDED, howeverHOWEVER, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith Trust or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case Owner Trustee and the Servicer shall not be liable to the extent Trustee for any portion of any such matters have been determined definitively by amount resulting from the willful misfeasance, bad faith or negligence of the Trustee. This provision shall not be considered to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify and hold harmless the IssuerTrust, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs attorneys’ fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee or the Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files where the final determination that any such improper act or omission by the Servicer resulted in accordance with such liability, obligation, loss, damage, payment, cost or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the terms of this AgreementServicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith Trust or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case Owner Trustee and the Servicer shall not be liable to the extent Trustee for any portion of any such matters have been determined definitively by amount resulting from the willful misfeasance, bad faith or negligence of the Trustee. This provision shall not be considered to limit the Servicer’s or any other party’s rights, obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorney's fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Financed Student Loan Files where the final determination that any such improper act or omission by the Servicer resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the terms of this AgreementServicer; provided, however, that the Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision, in each case as it relates to PHEAA, shall not be construed to limit the extent such matters have been determined definitively by sovereign immunity of the Commonwealth of Pennsylvania or the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the IssuerTrust, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; providedPROVIDED, howeverHOWEVER, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceTrust, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, in each as the case to may be, or any such officer, director, employee or agent of the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the IssuerTrust, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee case may be. Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and each shall include reasonable fees and expenses of their officerscounsel and expenses of litigation. If the Servicer shall have made any indemnity 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, directorssuch Person shall promptly repay such amounts to the Servicer, employees and agents shall be entitled to indemnification hereunderwithout interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesactual loss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the a result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Student Loan Files as required by this Agreement where the final determination that any such improper act or omission by the Servicer resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator, or by way of settlement agreed to by the terms of this AgreementServicer; provided, however, that the amount of any liability with respect to any Financed Student Loan shall not exceed the amount that would have been paid if such Student Loan had been accepted and paid by the related Guarantor as a claim, and provided, further, that the Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict . This provision shall not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder.be

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee Trustee, the Noteholders and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceIssuer, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to Indenture Trustee or any such officer, director, employee or agent of the Issuer, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Issuer, the Owner Trustee or the Indenture Trustee, in each as the case to the extent may be, or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee case may be. Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and each shall include reasonable fees and expenses of their officerscounsel and expenses of litigation. If the Servicer shall have made any indemnity 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, directorssuch Person shall promptly repay such amounts to the Servicer, employees and agents shall be entitled to indemnification hereunderwithout interest.

Custodian’s Indemnification. (a) The Servicer Each Master Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Surety Provider or the Indenture Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the such Master Servicer as custodian of the Receivable Financed Student Loan Files held by it under this Agreement where the final determination that any such improper act or omission by such Master Servicer resulted in accordance with the terms such loss, liability or expense is established by a court of this Agreementlaw, by an arbitrator or by way of settlement agreed to by such Master Servicer; providedPROVIDED, howeverHOWEVER, that the such Master Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case Eligible Lender Trustee and such Master Servicer shall not be liable to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each or the Surety Provider, as the case may be, for any portion of their officersany such amount resulting from the willful misfeasance, directorsbad faith or negligence of the Indenture Trustee or the Surety Provider, employees and agents as the case may be. This provision shall not be entitled construed to indemnification hereunderlimit a Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement.

Custodian’s Indemnification. (a) The Master Servicer as custodian --------------------------- Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesactual loss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the a result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian Custodian of the Receivable Student Loan Files or any Subcustodian as required by this Agreement where the final determination that any such improper act or omission by the Master Servicer or any Subcustodian resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator, or by way of settlement agreed to by the terms of this AgreementMaster Servicer; provided, however, that the amount of any liability with respect to -------- ------- any Financed Student Loan shall not exceed the Purchase Amount thereof, plus any related Interest Subsidy Payments and Special Allowance Payments not received with respect to such loan; and provided, further, that the Master Servicer shall -------- ------- not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case to the extent such matters have been determined definitively by obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorney’s fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer (or any Sub-Servicer or the Custodian) as custodian of the Receivable Financed Student Loan Files where the final determination that any such improper act or omission by the Master Servicer resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the terms of this AgreementMaster Servicer; provided, however, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case . The obligation of the Master Servicer to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, indemnify the Issuer, the Owner Eligible Lender Trustee or the Indenture Trustee, the Indenture Trustee and each or any of their officers, directors, employees and agents agent, under this Section 3.06 shall be entitled survive the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to indemnification hereunderthis 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 Master Servicer, without interest.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by incurred, or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable (i) to the Issuer for any portion of any such amount resulting from the willful misfeasance, bad faith, or negligence of the Indenture Trustee, the Owner Trustee or the Issuer, (ii) to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith faith, or gross negligence of the Owner Indenture Trustee, and the Servicer shall not be liable Owner Trustee or the Issuer, (iii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith faith, or negligence of the Indenture Trustee, in each case the Owner Trustee or the Issuer and (iv) to the extent Issuer for any portion of any such matters have been determined definitively amount resulting from any breach or inaccuracy of the representations and warranties made by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunderDepositor in Section 2.2.

Custodian’s Indemnification. (a) The Master Servicer as custodian Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesactual loss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the a result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian Custodian of the Receivable Student Loan Files as required by this Agreement where the final determination that any such improper act or omission by the Master Servicer resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator, or by way of settlement agreed to by the terms of this AgreementMaster Servicer; providedPROVIDED, howeverHOWEVER, that the amount of any liability with respect to any Trust Loan shall not exceed the amount that would have been paid if such Student Loan had been accepted and paid by the related Guarantor as a claim; and PROVIDED, FURTHER, that the Master Servicer shall not be liable to the Owner Trustee Eligible Lender Trustee, for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Eligible Lender Trustee, and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case to the extent such matters have been determined definitively by obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever Indemnifiable Expense that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents to the extent such Indemnifiable Expense results from the Master Servicer's failure to perform its duties as specified in this Article IV where the result of final determination that any such improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian or any Subcustodian resulted in such Indemnifiable Expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Receivable Files in accordance with the terms of this AgreementMaster Servicer; provided, however, that the Master Servicer shall not be liable (i) to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Eligible Lender Trustee, (ii) to the Delaware Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Delaware Trustee and the Servicer shall not be liable (iii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of the Transfer and Servicing Agreement; provided, however, the Master Servicer shall not be liable for any such Indemnifiable Expense imposed upon such Person to the extent that they arise out of or result from such matters have been determined definitively by Person's negligence, willful malfeasance or bad faith or a court breach of competent jurisdiction pursuant the representations and warranties of such Person in the Transfer and Servicing Agreement. Notwithstanding anything to a final order the contrary contained in this Article IV, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or verdict not subject to appealother legal or equitable theory for any lost profits or exemplary, and until such determinationpunitive, the Issuerspecial, the Owner Trusteeincidental, the Indenture Trustee and indirect or consequential damages, each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwhich is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages.

Custodian’s Indemnification. (a) The Master Servicer as custodian Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesactual loss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the a result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian Custodian of the Receivable Student Loan Files or any Subcustodian as required by this Agreement where the final determination that any such improper act or omission by the Master Servicer or any Subcustodian resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator, or by way of settlement agreed to by the terms of this AgreementMaster Servicer; provided, however, that the amount of any liability with respect to any Financed Student Loan shall not exceed the Purchase Amount thereof, plus any related Interest Subsidy Payments and Special Allowance Payments not received with respect to such loan; and provided, further, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case to the extent such matters have been determined definitively by obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Servicer as custodian Subject to Section 10.5, Custodian shall indemnify the Issuer, the and hold harmless Owner Trustee (individually and the in such capacity) and Indenture Trustee (individually and in such capacity), and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case may be. Indemnification under this subsection (g) shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If Custodian shall have made any indemnity payments to the extent such matters have been determined definitively by a court of competent jurisdiction Owner Trustee or Indenture Trustee pursuant to a final order this Section and Owner Trustee or verdict not subject to appealIndenture Trustee thereafter shall collect any of such amounts from Persons other than Custodian, and until such determination, the Issuer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and each of their officerscase may be, directorsshall, employees and agents shall be entitled as soon as practicable following such receipt thereof, repay such amounts to indemnification hereunderCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify and hold harmless the IssuerTrust, the Insurer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs attorneys' fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceTrust, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee or the Insurer, as the case may be, for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee or the Insurer, as the case may be. If a claim is made against any indemnitee which could give rise to indemnification hereunder, such indemnitee, upon receiving such claim, shall give notice thereof to the Servicer; provided, however, that failure to give or delay in giving such notice shall not release the Servicer from any of its indemnification obligations hereunder unless and each of their officers, directors, employees and agents only to the extent that the Servicer can demonstrate it was harmed thereby. The Servicer shall be entitled to indemnification hereunderdefend any such claim through counsel selected by it (so long as such counsel is reasonably acceptable to the indemnitee) and each indemnitee will extend reasonable cooperation to the Servicer and such counsel in connection with such defense. This provision shall not be considered to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case may be. Indemnification under this subsection (g) shall include reasonable fees and expenses of counsel and expenses of litigation and shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If Custodian shall have made any indemnity payments to the extent such matters have been determined definitively by a court of competent jurisdiction Owner Trustee or Indenture Trustee pursuant to a final order this Section and Owner Trustee or verdict not subject to appealIndenture Trustee thereafter shall collect any of such amounts from Persons other than Custodian, and until such determination, the Issuer, the Owner Trustee or Indenture Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder.as the

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify and hold harmless the IssuerTrust, the Owner Trustee Trustee, the Indenture Administrator, the Indenture Collateral Agent and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs attorneys’ fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Indenture Administrator, the Indenture Collateral Agent or the Indenture Trustee or any of them their officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceTrust, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee Administrator, the Indenture Collateral Agent or the Indenture Trustee, as the case may be, for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each Administrator, the Indenture Collateral Agent or the Indenture Trustee, as the case may be. This provision shall not be considered to limit the Servicer’s or any other party’s rights, obligations, liabilities, claims or defenses which arise as a matter of their officers, directors, employees and agents shall be entitled law or pursuant to indemnification hereunderany other provision of this Agreement.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesactual loss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the a result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Student Loan Files as required by this Agreement where the final determination that any such improper act or omission by the Servicer resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator, or by way of settlement agreed to by the terms of this AgreementServicer; provided, however, that the amount of any liability with respect to any FFELP Student Loan shall not exceed the amount that would have been paid if such FFELP Student Loan had been accepted and paid by the related Guarantor as a claim, and provided, further, that the Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Servicer's or any other party's rights, in each case to the extent such matters have been determined definitively by obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each any other provision of their officers, directors, employees and agents shall be entitled to indemnification hereunderthis Agreement.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall --------------------------- indemnify the IssuerTrust, the Note Insurer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed onupon, incurred by or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of them their respective officers, directors, employees or agents as the result of any improper act negligence, lack of good faith or omission in any way willful misconduct on the part of the Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Custodial Files in accordance with the terms of this Agreementas Custodian thereof; provided, however, that the Servicer Custodian shall not be liable to the Owner Trustee, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, in each as the case may be, or of any such officer, director, employee or agent of the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Custodian or the termination of this Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Custodian shall have made any indemnity 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 extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appealCustodian, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwithout interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee (if the Custodian is not the Indenture Trustee) and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Files in accordance with the terms of this AgreementMortgage Files; provided, however, that the Servicer Custodian shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceIssuer, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to Indenture Trustee or any such officer, director, employee or agent of the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, misfeasance or bad faith of the Owner Trustee or the Indenture Trustee, as the case may be, or for the gross negligence of the Owner Trustee or the negligence of the Indenture Trustee, in each as the case to the extent may be, or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereundercase may be.