Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC pursuant hereto or under law or equity or under any financing document, the Company and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC and its officers, directors, shareholders, employees, and agents, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations or obligations whatsoever paid by FGIC (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the Company; and (iv) any claim by any party other than the parties to be indemnified under this Section 7.02 arising out of any Event of Default under the Company Documents. (b) This indemnity provision shall survive the termination of this Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. Any party which proposes to assert the right to be indemnified under this Section 7.02 will promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company under this Section 7.02, shall notify the Company of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company shall not be liable to such indemnified party for any legal expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company in accordance with the terms of this subsection (b), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, or unless there is a conflict of interest. The Company shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Seller, the Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, and agents, and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions Transaction contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth (a) in the offering document set forth Offering Document under the caption “Bond Insurance”, Description of the Insurer and the Insurance Policy” or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as “Insurer Information”) or (b) in the last paragraph of the cover page of the Offering Document regarding the delivery of the Obligations and under the heading “Plan of Distribution” in the Offering Document; (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller, the Depositor, the Servicer, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Obligations other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Servicer, the Seller or the Depositor; (iv) the violation by the Depositor, the Seller or the Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the Transaction contemplated by the Transaction Documents; (v) the violation by the Depositor, the Seller or the Servicer of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Contracts; (vi) the breach by the Seller or the Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Servicer or the Seller of any Event representation or warranty on the part of Default under the Company Documents. (b) Servicer or the Seller contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. Notwithstanding anything else in this Section 3.04(a), the Seller shall have no obligation for amounts due under this Section 3.04(a) for acts or omissions of or any liabilities attributable to the Depositor or the Issuer. (b) [Reserved] (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Servicer, the Seller or the Depositor under this Section 7.023.04, shall notify the Company Servicer, the Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Servicer, the Seller or the Depositor of the commencement thereof, the Company Servicer, the Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Servicer, the Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, the Company Servicer, the Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Servicer, the Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyServicer, the Seller or unless there is a conflict of interestthe Depositor. The Company Servicer, the Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Indenture Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Indenture Trustee of any of its obligations under this Insurance Agreement or the Indenture. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (e) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Back-up Servicer agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Back-up Servicer of any of its obligations under this Insurance Agreement or the Servicing Agreement. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC pursuant hereto or under law or equity or under any financing document, Crystal Water and the Holding Company and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC and its officers, directors, shareholders, employees, and agents, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations or obligations whatsoever paid by FGIC (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of Crystal Water and the Holding Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of Crystal Water and the Holding Company; and and (iv) any claim by any party other than the parties to be indemnified under this Section 7.02 arising out of any Event of Default under the Company Documents. (b) This indemnity provision shall survive the termination of this Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. Any party which proposes to assert the right to be indemnified under this Section 7.02 will promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against Crystal Water and the Holding Company under this Section 7.02, shall notify Crystal Water and the Holding Company of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify Crystal Water and the Holding Company of the commencement thereof, Crystal Water and the Holding Company shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from Crystal Water and the Holding Company to such indemnified party of its election so to assume the defense thereof, Crystal Water and the Holding Company shall not be liable to such indemnified party for any legal expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by Crystal Water and the Holding Company in accordance with the terms of this subsection (b), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by Crystal Water and the Holding Company, or unless there is a conflict of interest. The Crystal Water and the Holding Company shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Seller, the Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, and agents, and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “"Liabilities”") of any nature arising out of or relating to the transactions Transaction contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth in the offering document set forth Offering Document under the caption “Bond Insurance”, "Description of the Insurer and the Insurance Policy" or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as "Insurer Information"); (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller, the Depositor, the Servicer, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Obligations other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Servicer, the Seller or the Depositor; (iv) the violation by the Depositor, the Seller or the Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the Transaction contemplated by the Transaction Documents; (v) the violation by the Depositor, the Seller or the Servicer of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Contracts; (vi) the breach by the Depositor, the Seller or the Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Servicer, the Seller or the Depositor of any Event representation or warranty on the part of Default under the Company Documents. (b) Servicer, the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) The Seller agrees to indemnify the Trust and the Insurer for any and all Liabilities incurred by the Trust and the Insurer due to any claim, counterclaim, rescission, setoff or defense asserted by an Obligor under any Contract subject to the Federal Trade Commission regulations provided in 16 C.F.R. Part 433. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Servicer, the Seller or the Depositor under this Section 7.023.04, shall notify the Company Servicer, the Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Servicer, the Seller or the Depositor of the commencement thereof, the Company Servicer, the Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Servicer, the Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, the Company Servicer, the Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Servicer, the Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyServicer, the Seller or unless there is a conflict of interestthe Depositor. The Company Servicer, the Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Indenture Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Indenture Trustee of any of its obligations under this Insurance Agreement or the Indenture. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (e) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Back-up Servicer agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Back-up Servicer of any of its obligations under this Insurance Agreement or the Servicing Agreement. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Depositor, the Seller, the Master Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth in the offering document set forth Offering Document under the caption “Bond Insurance”, THE SECURITIES GUARANTY INSURANCE POLICY AND THE SECURITIES INSURER,” or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as “Insurer Information”); (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller, the Master Servicer or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Securities other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Master Servicer, the Seller or the Depositor; (iv) the violation by the Depositor, the Seller or the Master Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Securities or the transactions contemplated by the Transaction Documents; (v) the violation by the Depositor, the Seller or the Master Servicer of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Student Loans; (vi) the breach by the Depositor, the Seller or the Master Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Master Servicer, the Seller or the Depositor of any Event representation or warranty on the part of Default under the Company Documents. (b) Master Servicer, the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) The Seller agrees to indemnify the Indenture Trustee and the Insurer for any and all Liabilities incurred by the Issuer and the Insurer due to any claim, counterclaim, rescission, setoff or defense asserted by an Obligor under any Student Loan subject to the Federal Trade Commission regulations provided in 16 C.F.R. Part 433. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Master Servicer, the Seller or the Depositor under this Section 7.023.04, shall notify the Company Master Servicer, the Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Master Servicer, the Seller or the Depositor of the commencement thereof, the Company Master Servicer, the Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Master Servicer, the Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, the Company Master Servicer, the Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Master Servicer, the Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyIssuer, the Master Servicer, the Seller or unless there is a conflict of interestthe Depositor. The Company Master Servicer, the Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Eligible Lender Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Eligible Lender Trustee of any of its obligations under this Insurance Agreement or under any other Transaction Document to which it is a party. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Note Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Servicer, the Issuer and COAF and any successors successor thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Note Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Note Insurer Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Note Insurer Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the offering document Capital One Information or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the COAF Company; and ; (iv) any claim the violation by any party COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the parties to be indemnified under this Section 7.02 arising out Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any Event representation or warranty on the part of Default the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Company Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. (b) . In addition, the Servicer will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Issuer, the Seller and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Issuer, the Seller and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Issuer, the Seller or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that it is understood that the Note Insurer has provided the Note Insurer Information in connection with its role as credit enhancer, which consists solely of the obligation to pay claims, if any, under and in accordance with the express terms of the Note Policy; (ii) a breach of any of the representations, warranties or agreements of the Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies; provided, however, that the Note Insurer’s liability, in the case of a breach of any of the representations, warranties or agreements of the Note Insurer contained in paragraphs (k) through (m) of Section 2.06, to the extent that such representations, warranties or agreements speak as of a date which occurs after the Closing Date, or for a breach of the covenant in Section 2.07(b), will be limited to (a) the actual damages incurred by COAF and the Seller (or the Capital One Indemnified Parties in the case of the indemnity provided in Section 3.04(c)(ii) of this Agreement), and (b) lost profits and other consequential damages, in each case, as a direct result of a determination by the Commission that the Seller is no longer eligible to file registration statements on Form S-3, such determination being based solely on the Note Insurer’s breach of paragraphs (k) through (m) of Section 2.06 hereof, and the Note Insurer’s liability for the damages described in clause (b) above, together with any liability under Section 3.04(c)(ii), shall in no event exceed as of any date the sum of (x) the aggregate amount of premium received by the Note Insurer in connection with the transactions described by this Agreement as of such date and (y) as of such date and without duplication of (x) above the aggregate amount of premium expected to be received by the Note Insurer assuming that the Receivables pay down using a 1.7% ABS prepayment speed (as described in the Prospectus Supplement) and further assuming that the clean up call is exercised by the Servicer at its earliest opportunity. (c) In addition to any and all rights of indemnification or any rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Capital One Indemnified Parties from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of: (i) any untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading contained in the Note Insurer Financial Statements; or (ii) subject to the limitations on liability set forth in Section 4.08 of this Agreement, any failure of the Note Insurer to comply with its obligations under Section 4.08 of this Agreement. (d) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company indemnifying party under this Section 7.023.04(c), shall notify the Company indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company indemnifying party of the commencement thereof, the Company indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company indemnifying party to such indemnified party of its election so to assume the defense thereof, the Company indemnifying party shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company indemnifying party in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, or unless there is a conflict of interestindemnifying party. The Company indemnifying party shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Servicer, the Originator, the Seller and the Issuer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, agents, and agentseach person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act, or Section 20 of the Securities Exchange Act, from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such informationInsurer Information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company Servicer, the Originator, the Seller or the Issuer, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Obligations other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Servicer, the Originator, the Seller or the Issuer; (iv) the violation by the Servicer, the Originator, the Seller or the Issuer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the transactions contemplated by the Transaction Documents; (v) the violation by the Servicer, the Originator, the Seller or the Issuer of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Contracts, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Contracts; (vi) the breach by the Servicer, the Originator, the Seller or the Issuer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; (vii) the breach by the Servicer, the Originator, the Seller or the Issuer of any representation or warranty on the part of the Servicer, the Originator, the Seller or the Issuer contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder; and (viii) the Servicer’s, the Originator’s, the Seller’s or the Issuer’s involvement as a party in, or the effect on any Contract as a result of, the litigation described in any offering document. The parties hereto agree that the liabilities with respect to the matters described above shall be joint and several, except that, with respect to the matters described in clauses (iii), (iv), (v), (vi), (vii) and (ivviii) any claim above, the Issuer shall only be responsible for liabilities related to those actions or inactions taken by any party other than the parties Issuer, the Seller shall only be responsible for liabilities related to those actions or inactions taken by the Seller, the Originator shall only be indemnified under this Section 7.02 arising out of any Event of Default under responsible for liabilities related to those actions or inactions taken by the Company Documents. (b) Originator and the Servicer shall only be responsible for liabilities related to those actions or inactions taken the Servicer. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) The Insurer agrees to pay, and to protect, indemnify and save harmless each of the Servicer and the Seller and their respective officers, directors, shareholders, employees, agents and each Person, if any, who controls the Servicer and the Seller within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of any untrue statement or alleged untrue statement of a material fact contained in the Insurer Information or any omission or alleged omission to state in the Insurer Information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that it is understood that the Insurer has provided the Insurer Information in connection with its role as credit enhancer, which consists solely of the obligation to pay claims, if any, under and in accordance with the express terms of the Note Policy. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 (each, an “Indemnified Party”) will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Servicer, the Originator, the Seller, the Issuer, the Indenture Trustee or the Insurer (each an “Indemnifying Party”) under this Section 7.023.04, shall notify the Company Indemnifying Party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party Indemnified Party and it such Indemnified Party shall notify the Company Indemnifying Party of the commencement thereof, the Company Indemnifying Party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified partyIndemnified Party, and after notice from the Company Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the Company Indemnifying Party shall not be liable to such indemnified party Indemnified Party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party Indemnified Party in connection with the defense thereof. The indemnified party An Indemnified Party shall have the right to employ its separate counsel in any such action and to participate in the defense thereof at the expense of which is assumed by the Company in accordance with the terms of this subsection (b)Indemnified Party; provided, but however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such indemnified party unless fees and expenses, (ii) the employment Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such indemnified party has been authorized counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnified Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the Companysame counsel would be inappropriate or contrary to prudent practice (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or unless there is a conflict proceeding on behalf of interestsuch Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by the Indemnified Party). The Company Indemnifying Party shall not under any circumstances be liable for any settlement of any such action or claim proceeding effected without its prior written consent to the extent that any such settlement shall be prejudicial to the Indemnifying Party but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which the Indemnifying Party shall have received notice in accordance with this subsection (c), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Indenture Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act, as amended, or Section 20 of the Securities Exchange Act, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Indenture Trustee of any of its obligations under this Insurance Agreement or under any other Transaction Documents. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Depositor, the Seller, the Master Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth in the offering document set forth Offering Document under the caption “Bond Insurance”, THE GROUP II INSURED NOTES GUARANTY INSURANCE POLICY AND THE SECURITIES INSURER,” or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as “Insurer Information”); (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller, the Master Servicer or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Securities other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any member, any director, officer, employee or agent of the Master Servicer, the Seller or the Depositor; (iv) the violation by the Depositor, the Seller or the Master Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Securities or the transactions contemplated by the Transaction Documents; (v) the violation by the Depositor, the Seller or the Master Servicer of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Student Loans; (vi) the breach by the Depositor, the Seller or the Master Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Master Servicer, the Seller or the Depositor of any Event representation or warranty on the part of Default under the Company Documents. (b) Master Servicer, the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) The Seller agrees to indemnify the Indenture Trustee and the Insurer for any and all Liabilities incurred by the Issuer and the Insurer due to any claim, counterclaim, rescission, setoff or defense asserted by an Obligor under any Student Loan subject to the Federal Trade Commission regulations provided in 16 C.F.R. Part 433. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Master Servicer, the Seller or the Depositor under this Section 7.023.04, shall notify the Company Master Servicer, the Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Master Servicer, the Seller or the Depositor of the commencement thereof, the Company Master Servicer, the Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Master Servicer, the Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, the Company Master Servicer, the Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Master Servicer, the Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyIssuer, the Master Servicer, the Seller or unless there is a conflict of interestthe Depositor. The Company Master Servicer, the Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Eligible Lender Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Eligible Lender Trustee of any of its obligations under this Insurance Agreement or under any other Transaction Document to which it is a party. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Seller, the Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, and agents, and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions Transaction contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth (a) in the offering document set forth Offering Document under the caption “Bond Insurance”, Description of the Insurer and the Insurance Policy” or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as “Insurer Information”) or (b) in the last paragraph of the cover page of the Offering Document regarding the delivery of the Obligations and under the heading “Plan of Distribution” in the Offering Document; (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller, the Depositor, the Servicer, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Obligations other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Servicer, the Seller or the Depositor; (iv) the violation by the Depositor, the Seller or the Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the Transaction contemplated by the Transaction Documents; (v) the violation by the Depositor, the Seller or the Servicer of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Contracts; (vi) the breach by the Depositor, the Seller or the Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Servicer, the Seller or the Depositor of any Event representation or warranty on the part of Default under the Company Documents. (b) Servicer, the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. Notwithstanding anything else in this Section 3.04(a), the Seller shall have no obligation for amounts due under this Section 3.04(a) for acts or omissions of or any liabilities attributable to the Depositor or the Issuer. (b) [Reserved] (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Servicer, the Seller or the Depositor under this Section 7.023.04, shall notify the Company Servicer, the Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Servicer, the Seller or the Depositor of the commencement thereof, the Company Servicer, the Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Servicer, the Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, the Company Servicer, the Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Servicer, the Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyServicer, the Seller or unless there is a conflict of interestthe Depositor. The Company Servicer, the Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Indenture Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Indenture Trustee of any of its obligations under this Insurance Agreement or the Indenture. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (e) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Back-up Servicer agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Back-up Servicer of any of its obligations under this Insurance Agreement or the Servicing Agreement. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Depositor, the Seller, the Master Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “"Liabilities”") of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth in the offering document set forth Offering Document under the caption “Bond Insurance”, "THE SECURITIES GUARANTY INSURANCE POLICY AND THE SECURITIES INSURER," or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as "Insurer Information"); (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller, the Master Servicer or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Securities other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Master Servicer, the Seller or the Depositor; (iv) the violation by the Depositor, the Seller or the Master Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Securities or the transactions contemplated by the Transaction Documents; (v) the violation by the Depositor, the Seller or the Master Servicer of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Student Loans; (vi) the breach by the Depositor, the Seller or the Master Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Master Servicer, the Seller or the Depositor of any Event representation or warranty on the part of Default under the Company Documents. (b) Master Servicer, the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) The Seller agrees to indemnify the Indenture Trustee and the Insurer for any and all Liabilities incurred by the Issuer and the Insurer due to any claim, counterclaim, rescission, setoff or defense asserted by an Obligor under any Student Loan subject to the Federal Trade Commission regulations provided in 16 C.F.R. Part 433. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Master Servicer, the Seller or the Depositor under this Section 7.023.04, shall notify the Company Master Servicer, the Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Master Servicer, the Seller or the Depositor of the commencement thereof, the Company Master Servicer, the Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Master Servicer, the Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, the Company Master Servicer, the Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Master Servicer, the Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyIssuer, the Master Servicer, the Seller or unless there is a conflict of interestthe Depositor. The Company Master Servicer, the Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Eligible Lender Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Eligible Lender Trustee of any of its obligations under this Insurance Agreement or under any other Transaction Document to which it is a party. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Note Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Servicer, the Issuer and COAF and any successors successor thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Note Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Note Insurer Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Note Insurer Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) to the extent not covered by the Indemnification Agreement any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information, Underwriter Information or Initial Purchaser Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the offering document Capital One Information or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the COAF Company; and ; (iv) any claim the violation by any party COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the parties to be indemnified under this Section 7.02 arising out Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any Event representation or warranty on the part of Default the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Company Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. (b) . This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Seller, the Issuer and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Seller, the Issuer or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. provided, however, that the Note Insurer’s liability, in the case of a breach of any of the representations, warranties or agreements of Note Insurer contained in paragraphs (l) through (p) of Section 2.06 hereof, to the extent such representations, warranties or agreements speak as of a date that occurs after the Closing Date, will be limited to (a) the actual damages incurred by the Sponsor and the Seller (or the Capital One Indemnified Parties in the case of the indemnity provided in (ii) above), and (b) lost profits and other consequential damages, in each case as a direct result of a determination by the Commission that the Seller is no longer eligible to file registration statements on Form S-3, such determination being based solely on the Note Insurer’s breach of paragraphs (l) through (p) of Section 2.06 hereof, and the Note Insurer’s liability for the damages described in clause (b) above shall in no event exceed as of any date the sum of (x) the aggregate amount of premium received by the Note Insurer in connection with the transactions described by this Agreement as of such date and (y) as of such date and without duplication of (x) above the aggregate amount of premium expected to be received by the Note Insurer assuming that the Loans pay down using a 1.7% ABS prepayment speed (as described in the Prospectus Supplement) and further assuming that the clean up call is exercised by the Servicer at its earliest opportunity. (c) In addition to any and all rights of indemnification or any rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Capital One Indemnified Parties from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of: (i) any untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading contained in the consolidated financial statements of MBIA Insurance Corporation and incorporated by reference into the Exchange Act Reports pursuant to Section 4.08 of this Agreement; or (ii) subject to the limitations on liability set forth in Section 4.08 of this Agreement, any failure of the Note Insurer to comply with its obligations under Section 4.08 of this Agreement. (d) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company indemnifying party under this Section 7.023.04(d), shall notify the Company indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company indemnifying party of the commencement thereof, the Company indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company indemnifying party to such indemnified party of its election so to assume the defense thereof, the Company indemnifying party shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company indemnifying party in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, or unless there is a conflict of interestindemnifying party. The Company indemnifying party shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Depositor, the Seller, the Master Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “"Liabilities”") of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth in the offering document set forth Offering Document under the caption “Bond Insurance”, "THE GROUP II NOTES GUARANTY INSURANCE POLICY AND THE SECURITIES INSURER," or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as "Insurer Information"); (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller, the Master Servicer or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Securities other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any member, any director, officer, employee or agent of the Master Servicer, the Seller or the Depositor; (iv) the violation by the Depositor, the Seller or the Master Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Securities or the transactions contemplated by the Transaction Documents; (v) the violation by the Depositor, the Seller or the Master Servicer of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Student Loans; (vi) the breach by the Depositor, the Seller or the Master Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Master Servicer, the Seller or the Depositor of any Event representation or warranty on the part of Default under the Company Documents. (b) Master Servicer, the Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) The Seller agrees to indemnify the Indenture Trustee and the Insurer for any and all Liabilities incurred by the Issuer and the Insurer due to any claim, counterclaim, rescission, setoff or defense asserted by an Obligor under any Student Loan subject to the Federal Trade Commission regulations provided in 16 C.F.R. Part 433. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Master Servicer, the Seller or the Depositor under this Section 7.023.04, shall notify the Company Master Servicer, the Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Master Servicer, the Seller or the Depositor of the commencement thereof, the Company Master Servicer, the Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Master Servicer, the Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, the Company Master Servicer, the Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Master Servicer, the Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyIssuer, the Master Servicer, the Seller or unless there is a conflict of interestthe Depositor. The Company Master Servicer, the Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Eligible Lender Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Eligible Lender Trustee of any of its obligations under this Insurance Agreement or under any other Transaction Document to which it is a party. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Note Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Servicer, the Issuer and the Originator and any successors successor thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Note Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Note Insurer Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Note Insurer Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the offering document Capital One Information or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the COAF Company; and ; (iv) any claim the violation by any party COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or the Originator of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the parties to be indemnified under this Section 7.02 arising out Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or the Originator of any Event representation or warranty on the part of Default the Servicer, the Issuer or the Originator contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Company Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. (b) . In addition, the Servicer will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Issuer and the Originator pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Issuer and the Originator and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Issuer or the Originator within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that it is understood that the Note Insurer has provided the Note Insurer Information in connection with its role as credit enhancer, which consists solely of the obligation to pay claims, if any, under and in accordance with the express terms of the Note Policy; (ii) a breach of any of the representations, warranties or agreements of the Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company indemnifying party under this Section 7.023.04(c), shall notify the Company indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company indemnifying party of the commencement thereof, the Company indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company indemnifying party to such indemnified party of its election so to assume the defense thereof, the Company indemnifying party shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company indemnifying party in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, or unless there is a conflict of interestindemnifying party. The Company indemnifying party shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Seller, the Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, and agents, and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions Transaction contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth (a) in the offering document set forth Offering Document under the caption “Bond Insurance”, Description of the Insurer and the Insurance Policy” or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as “Insurer Information”) or (b) in the last paragraph of the cover page of the Offering Document regarding the delivery of the Obligations and under the heading “Plan of Distribution” in the Offering Document; (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller, the Depositor, the Servicer, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Obligations other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Servicer, the Seller or the Depositor; (iv) the violation by the Depositor, the Seller or the Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the Transaction contemplated by the Transaction Documents; (v) the violation by the Depositor, the Seller or the Servicer of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Contracts; (vi) the breach by the Seller or the Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Servicer or the Seller of any Event representation or warranty on the part of Default under the Company Documents. (b) Servicer or the Seller contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. Notwithstanding anything else in this Section 3.04(a), the Seller shall have no obligation for amounts due under this Section 3.04(a) for (i) acts or omissions of or any liabilities attributable to the Depositor or the Issuer or (ii) for any failure of the Servicer to provide indemnification for acts or omissions of or any liabilities attributable to the Depositor or the Issuer. (b) [Reserved] (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Servicer, the Seller or the Depositor under this Section 7.023.04, shall notify the Company Servicer, the Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Servicer, the Seller or the Depositor of the commencement thereof, the Company Servicer, the Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Servicer, the Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, the Company Servicer, the Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Servicer, the Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyServicer, the Seller or unless there is a conflict of interestthe Depositor. The Company Servicer, the Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Indenture Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Indenture Trustee of any of its obligations under this Insurance Agreement or the Indenture. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (e) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Back-up Servicer agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Back-up Servicer of any of its obligations under this Insurance Agreement or the Servicing Agreement. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Depositor, the Seller and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, and agents, and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “"Liabilities”") of any nature arising out of or relating to the transactions Transaction contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth in the offering document set forth Offering Document under the caption “Bond Insurance”, "The MBIA Insurance Policy" or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as "Insurer Information"); (ii) to the extent not covered by clause (i) above, any act or omission of the Company Seller or the Depositor, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Obligations other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Seller or the Depositor; (iv) the violation by the Depositor or the Seller of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the Transaction contemplated by the Transaction Documents; (v) the violation by the Depositor or the Seller of any federal or state laws, rules or regulations relating to the Transaction, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Home Loans; (vi) the breach by the Depositor or the Seller of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than the parties to be indemnified under this Section 7.02 arising out Seller or the Depositor of any Event representation or warranty on the part of Default under the Company Documents. (b) Seller or the Depositor contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) The Seller agrees to indemnify the Trust and the Insurer for any and all Liabilities incurred by the Trust and the Insurer due to any claim, counterclaim, rescission, setoff or defense asserted by an Obligor under any Home Loan subject to the Federal Trade Commission regulations provided in 16 C.F.R. Part 433 and under any Mortgage Loan which is a "mortgage" as such term is defined in 15 U.S.C. ss. 1602(aa). (c) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, and each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, Losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Insurer (herein collectively referred to as "Liabilities") of any nature arising out of or relating to the Transaction contemplated by the Transaction Documents to which the Servicer is a party by reason of: (i) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Servicer; (ii) the violation by the Servicer of any federal or state laws, rules or regulations relating to the Transaction Documents to which it is a party, including without limitation the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Home Loans; (iii) the breach by the Servicer of any of its obligations under this Insurance Agreement or any of the other Transaction Documents to which it is a party; and (iv) the breach by the Servicer of any representation or warranty on the part of the Servicer, contained in the Transaction Documents to which it is a party or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (d) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Seller or the Depositor under this Section 7.023.04, shall notify the Company Seller or the Depositor of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company Seller or the Depositor of the commencement thereof, the Company Seller or the Depositor shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Seller or the Depositor to such indemnified party of its election so to assume the defense thereof, thereof the Company Seller or the Depositor shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Seller or the Depositor in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, Seller or unless there is a conflict of interestthe Depositor. The Company Seller or the Depositor shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent. (e) Any party which proposes to assert the right to be indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Servicer under this Section 3.04, notify the Servicer of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify the Servicer of the commencement thereof, the Servicer shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Servicer to such indemnified party of its election so to assume the defense thereof, the Servicer shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Servicer in accordance with the terms of this subsection (c), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Servicer. The Servicer shall not be liable for any settlement of any action or claim effected without its consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Servicer, the Originator, the Seller and the Issuer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, agents, and agentseach person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act, or Section 20 of the Securities Exchange Act, from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such informationInsurer Information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company Servicer, the Originator, the Seller or the Issuer, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds Obligations other than by reason of false or misleading information provided by FGIC the Insurer in writing for inclusion in the offering document Offering Document as specified in clause (i) above or the allegation thereofabove; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Servicer, the Originator, the Seller or the Issuer; (iv) the violation by the Servicer, the Originator, the Seller or the Issuer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the transactions contemplated by the Transaction Documents; (v) the violation by the Servicer, the Originator, the Seller or the Issuer of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Contracts, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Contracts; (vi) the breach by the Servicer, the Originator, the Seller or the Issuer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; (vii) the breach by the Servicer, the Originator, the Seller or the Issuer of any representation or warranty on the part of the Servicer, the Originator, the Seller or the Issuer contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder; and (viii) the Servicer’s, the Originator’s, the Seller’s or the Issuer’s involvement as a party in, or the effect on any Contract as a result of, the litigation described in any offering document. The parties hereto agree that the liabilities with respect to the matters described above shall be joint and several, except that, with respect to the matters described in clauses (iii), (iv), (v), (vi), (vii) and (ivviii) any claim above, the Issuer shall only be responsible for liabilities related to those actions or inactions taken by any party other than the parties Issuer, the Seller shall only be responsible for liabilities related to those actions or inactions taken by the Seller, the Originator shall only be indemnified under this Section 7.02 arising out of any Event of Default under responsible for liabilities related to those actions or inactions taken by the Company Documents. (b) Originator and the Servicer shall only be responsible for liabilities related to those actions or inactions taken the Servicer. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) The Insurer agrees to pay, and to protect, indemnify and save harmless each of the Servicer and the Seller and their respective officers, directors, shareholders, employees, agents and each Person, if any, who controls the Servicer and the Seller within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of any untrue statement or alleged untrue statement of a material fact contained in the Insurer Information or any omission or alleged omission to state in the Insurer Information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that it is understood that the Insurer has provided the Insurer Information in connection with its role as credit enhancer, which consists solely of the obligation to pay claims, if any, under and in accordance with the express terms of the Note Policy. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 (each, an “Indemnified Party”) will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Servicer, the Originator, the Seller, the Issuer, the Indenture Trustee, the Backup Servicer or the Insurer (each an “Indemnifying Party”) under this Section 7.023.04, shall notify the Company Indemnifying Party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party Indemnified Party and it such Indemnified Party shall notify the Company Indemnifying Party of the commencement thereof, the Company Indemnifying Party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified partyIndemnified Party, and after notice from the Company Indemnifying Party to such indemnified party Indemnified Party of its election so to assume the defense thereof, the Company Indemnifying Party shall not be liable to such indemnified party Indemnified Party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party Indemnified Party in connection with the defense thereof. The indemnified party An Indemnified Party shall have the right to employ its separate counsel in any such action and to participate in the defense thereof at the expense of which is assumed by the Company in accordance with the terms of this subsection (b)Indemnified Party; provided, but however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such indemnified party unless fees and expenses, (ii) the employment Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such indemnified party has been authorized counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnified Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the Companysame counsel would be inappropriate or contrary to prudent practice (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or unless there is a conflict proceeding on behalf of interestsuch Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by the Indemnified Party). The Company Indemnifying Party shall not under any circumstances be liable for any settlement of any such action or claim proceeding effected without its prior written consent to the extent that any such settlement shall be prejudicial to the Indemnifying Party but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which the Indemnifying Party shall have received notice in accordance with this subsection (c), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment. (d) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Indenture Trustee agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act, as amended, or Section 20 of the Securities Exchange Act, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Indenture Trustee of any of its obligations under this Insurance Agreement or under any other Transaction Documents. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (e) In addition to any and all rights of indemnification or any other rights of the Insurer pursuant hereto or under law or equity, the Backup Servicer agrees to pay, and to protect, indemnify and save harmless, the Insurer and its officers, directors, shareholders, employees, agents, including each person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act, as amended, or Section 20 of the Securities Exchange Act, as amended, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever of any nature arising out of the breach by the Backup Servicer of any of its obligations under this Insurance Agreement or under any other Transaction Documents. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto hereto, the other Transaction Documents or under law or equity or under any financing documentin equity, UACC and the Company Servicer and any successors thereto thereto, jointly and severally, agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (each, an “Indemnified Party”) from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth in the offering document set forth Offering Document under the caption “Bond Insurance”, THE INSURER,” or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as “Insurer Information”); (ii) to the extent not covered by clause (i) above, any act or omission of UACC, the Company Seller or the Servicer, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false Obligations or misleading information provided by FGIC in writing for inclusion in relating to the offering document as specified in clause (i) above or the allegation thereofTransaction Documents; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of UACC, the Servicer, the Seller or the Trust; (iv) the violation by UACC, the Trust, the Seller or the Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the transactions contemplated by the Transaction Documents; (v) the violation by UACC, the Trust, the Seller or the Servicer of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws and any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by UACC, the Seller or the Servicer of any of its obligations under this Insurance Agreement or any of the Companyother Transaction Documents; and and (ivvii) any claim the breach by any party other than UACC, the parties to be indemnified under this Section 7.02 arising out Servicer or the Seller of any Event of Default under representation or warranty on the Company Documents. (b) part of, UACC, the Servicer or the Seller contained in the Transaction Documents or in any certificate or report furnished or delivered to the Insurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) UACC, the Servicer and the Seller agree to indemnify the Trust and the Insurer for any and all Liabilities that have been incurred due to any claim, counterclaim, rescission, setoff or defense asserted by an Obligor under any Receivable subject to the Federal Trade Commission regulations provided in 16 C.F.R. Part 433. (c) UACC and the Servicer agree to indemnify and hold harmless the Trust and the Insurer for any and all Liabilities incurred due to (i) any agreement or acquiescence by the Servicer and the Seller to any reduction, rebate, rescheduling or delay of any payments due and owing by any Obligor under any Receivable based upon an agreement on the part of the Servicer and the Seller to make or rebate any future payments on such Receivable, (ii) any agreement on the part of the Servicer and the Seller to make or rebate any future payments on any Receivable or (iii) any settlement of any judicial proceeding or any claim, action or proceeding of any regulatory body. (d) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against UACC or the Company Servicer under this Section 7.023.04, shall notify UACC or the Company Servicer of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify UACC or the Company Servicer of the commencement thereof, UACC or the Company Servicer shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from UACC or the Company Servicer to such indemnified party of its election so to assume the defense thereof, UACC, the Company Servicer or the Seller shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by UACC or the Company Servicer in accordance with the terms of this subsection (bd), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by UACC. UACC or the Company, or unless there is a conflict of interest. The Company Servicer shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Issuer, the Seller, the Originator, the Guarantor, the Special Member, the Servicer and any successors thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act from and against any and all claims, lossesLosses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Insurer (herein collectively referred to as “"Liabilities”") of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document Offering Document or in any amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC set forth in the offering document set forth Offering Document under the caption “Bond Insurance”captions "The Policy" and "The Insurer", or in the financial statements of FGICthe Insurer, including any information in any amendment or supplement to the offering document Offering Document furnished by FGIC the Insurer in writing expressly for use therein that amends or supplements such informationinformation (all such information being referred to herein as "Insurer Information"); (ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the Company; and (iv) any claim by any party other than the parties to be indemnified under this Section 7.02 arising out of any Event of Default under the Company Documents. (b) This indemnity provision shall survive the termination of this Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. Any party which proposes to assert the right to be indemnified under this Section 7.02 will promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company under this Section 7.02, shall notify the Company of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, shall be brought against any indemnified party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company to such indemnified party of its election so to assume the defense thereof, the Company shall not be liable to such indemnified party for any legal expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company in accordance with the terms of this subsection (b), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, or unless there is a conflict of interest. The Company shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC Financial Guaranty pursuant hereto or under law or equity or under any financing document, the Company Issuer and any successors thereto the Companies jointly and severally agree to pay, and to protect, indemnify and save harmless, FGIC Financial Guaranty and its officers, directors, shareholders, employees, and agents, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC Financial Guaranty (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in the offering document or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC Financial Guaranty in the offering document set forth under the caption “Bond Insurance”, The Policy and the Insurer,” or in the financial statements of FGICFinancial Guaranty, including any information in any amendment or supplement to the offering document furnished by FGIC Financial Guaranty in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company Issuer or any of the Companies in connection with the offering, issuance, sale or delivery of the Bonds IQ Notes other than by reason of false or misleading information provided by FGIC Financial Guaranty in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of the Issuer or any of the Company; and Companies; (iv) the breach by the Issuer or any of the Companies of its obligations under any Transaction Documents; and (v) the breach by the Issuer or any of the Companies of any representation or warranty on the part of the Issuer or any of the Companies contained in the Transaction Documents or in any certificate or report furnished or delivered to Financial Guaranty thereunder. (vi) any claim by any party other than the parties to be indemnified under this Section 7.02 7.03 arising out of any Event of Default under the Company Transaction Documents. (b) . This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. Any party which proposes to assert the right to be indemnified under this Section 7.02 7.03 will promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company Issuer or the Companies under this Section 7.027.03, shall notify the Company Issuer or any of the Companies of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, other than a policy claim, shall be brought against any indemnified party and it shall notify the Company Issuer or the Companies of the commencement thereof, the Company Issuer and the Companies shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the Company Issuer and the Companies to such indemnified party of its election so to assume the defense thereof, the Company Issuer and the Companies shall not be liable to such indemnified party for any legal expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company Issuer and the Companies in accordance with the terms of this subsection (b), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the CompanyIssuer and the Companies, or unless there is a conflict of interest. The Company Issuer and the Companies shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent, other than a Policy Claim.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Note Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Servicer, the Issuer and COAF and any successors successor thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Note Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Note Insurer Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Note Insurer Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) to the extent not covered by the Indemnification Agreement any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the offering document Capital One Information or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the COAF Company; and ; (iv) any claim the violation by any party COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the parties to be indemnified under this Section 7.02 arising out Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any Event representation or warranty on the part of Default the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Company Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. (b) . This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Seller, the Issuer and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Seller, the Issuer or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. provided, however, that the Note Insurer’s liability, in the case of a breach of any of the representations, warranties or agreements of Note Insurer contained in paragraphs (l) through (p) of Section 2.06 hereof, to the extent such representations, warranties or agreements speak as of a date that occurs after the Closing Date, will be limited to (a) the actual damages incurred by the Sponsor and the Seller (or the Capital One Indemnified Parties in the case of the indemnity provided in (ii) above), and (b) lost profits and other consequential damages, in each case as a direct result of a determination by the Commission that the Seller is no longer eligible to file registration statements on Form S-3, such determination being based solely on the Note Insurer’s breach of paragraphs (l) through (p) of Section 2.06 hereof, and the Note Insurer’s liability for the damages described in clause (b) above shall in no event exceed as of any date the sum of (x) the aggregate amount of premium received by the Note Insurer in connection with the transactions described by this Agreement as of such date and (y) as of such date and without duplication of (x) above the aggregate amount of premium expected to be received by the Note Insurer assuming that the Loans pay down using a 1.7% ABS prepayment speed (as described in the Prospectus Supplement) and further assuming that the clean up call is exercised by the Servicer at its earliest opportunity. (c) In addition to any and all rights of indemnification or any rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Capital One Indemnified Parties from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of: (i) any untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading contained in the consolidated financial statements of MBIA Insurance Corporation and incorporated by reference into the Exchange Act Reports pursuant to Section 4.08 of this Agreement; or (ii) subject to the limitations on liability set forth in Section 4.08 of this Agreement, any failure of the Note Insurer to comply with its obligations under Section 4.08 of this Agreement. (d) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company indemnifying party under this Section 7.023.04(d), shall notify the Company indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company indemnifying party of the commencement thereof, the Company indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company indemnifying party to such indemnified party of its election so to assume the defense thereof, the Company indemnifying party shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company indemnifying party in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, or unless there is a conflict of interestindemnifying party. The Company indemnifying party shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Note Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Servicer, the Issuer and COAF and any successors successor thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Note Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Note Insurer Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Note Insurer Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) to the extent not covered by the Indemnification Agreement any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or the Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the offering document Capital One Information or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the COAF Company; and ; (iv) any claim the violation by any party COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the parties to be indemnified under this Purchase Agreement or Section 7.02 arising out 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Security Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any Event representation or warranty on the part of Default the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Company Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. (b) . This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Issuer and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Issuer or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. (c) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company indemnifying party under this Section 7.023.04(c), shall notify the Company indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company indemnifying party of the commencement thereof, the Company indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company indemnifying party to such indemnified party of its election so to assume the defense thereof, the Company indemnifying party shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company indemnifying party in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, or unless there is a conflict of interestindemnifying party. The Company indemnifying party shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.

Indemnification Limitation of Liability. (a) In addition to any and all rights of indemnification or any other rights of FGIC the Note Insurer pursuant hereto or under law or equity or under any financing documentequity, the Company Servicer, the Issuer and COAF and any successors successor thereto agree to pay, and to protect, indemnify and save harmless, FGIC the Note Insurer and its officers, directors, shareholders, employees, agents and agentseach person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Note Insurer Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses, expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations investigations) or obligations whatsoever paid by FGIC the Note Insurer Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the financing documents Transaction Documents by reason of: (i) any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the offering document Capital One Information or in any amendment or supplement thereto or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information which describes FGIC in the offering document set forth under the caption “Bond Insurance”, or in the financial statements of FGIC, including any information in any amendment or supplement to the offering document furnished by FGIC in writing expressly for use therein that amends or supplements such information; (ii) to the extent not covered by clause (i) above, any act or omission of the Company in connection with the offering, issuance, sale or delivery of the Bonds other than by reason of false or misleading information provided by FGIC in writing for inclusion in the offering document as specified in clause (i) above or the allegation thereof; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any of the COAF Company; and ; (iv) any claim the violation by any party COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the parties to be indemnified under this Section 7.02 arising out Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any Event representation or warranty on the part of Default the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Company Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. (b) . In addition, the Servicer will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. . (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Issuer, the Seller and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Issuer, the Seller and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Issuer, the Seller or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that it is understood that the Note Insurer has provided the Note Insurer Information in connection with its role as credit enhancer, which consists solely of the obligation to pay claims, if any, under and in accordance with the express terms of the Note Policy; (ii) a breach of any of the representations, warranties or agreements of the Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies; provided, however, that the Note Insurer’s liability, in the case of a breach of any of the representations, warranties or agreements of the Note Insurer contained in paragraphs (k) through (m) of Section 2.06, to the extent that such representations, warranties or agreements speak as of a date which occurs after the Closing Date, or for a breach of the covenant in Section 2.07(b), will be limited to (a) the actual damages incurred by COAF and the Seller (or the Capital One Indemnified Parties in the case of the indemnity provided in Section 3.04(c)(ii) of this Agreement), and (b) lost profits and other consequential damages, in each case, as a direct result of a determination by the Commission that the Seller is no longer eligible to file registration statements on Form S-3, such determination being based solely on the Note Insurer’s breach of paragraphs (k) through (m) of Section 2.06 hereof, and the Note Insurer's liability for the damages described in clause (b) above, together with any liability under Section 3.04(c)(ii), shall in no event exceed as of any date the sum of (x) the aggregate amount of premium received by the Note Insurer in connection with the transactions described by this Agreement as of such date and (y) as of such date and without duplication of (x) above the aggregate amount of premium expected to be received by the Note Insurer assuming that the Receivables pay down using a 1.7% ABS prepayment speed (as described in the Prospectus Supplement) and further assuming that the clean up call is exercised by the Servicer at its earliest opportunity. (c) In addition to any and all rights of indemnification or any rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Capital One Indemnified Parties from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of: (i) any untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading contained in the Note Insurer Financial Statements; or (ii) subject to the limitations on liability set forth in Section 4.08 of this Agreement, any failure of the Note Insurer to comply with its obligations under Section 4.08 of this Agreement. (d) Any party which proposes to assert the right to be indemnified under this Section 7.02 will 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Company indemnifying party under this Section 7.023.04(c), shall notify the Company indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding, proceeding shall be brought against any indemnified party and it shall notify the Company indemnifying party of the commencement thereof, the Company indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Company indemnifying party to such indemnified party of its election so to assume the defense thereof, the Company indemnifying party shall not be liable to such indemnified party for any legal or other expenses other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the Company indemnifying party in accordance with the terms of this subsection (bc), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by such indemnified party has been authorized by the Company, or unless there is a conflict of interestindemnifying party. The Company indemnifying party shall not under any circumstances be liable for any settlement of any action or claim effected without its prior written consent.