Common use of Indemnities of Master Servicer Clause in Contracts

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar, the Administrator or the Holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorism, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar, the Administrator or the Holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer Sub-Servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer Sub-Servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer Sub-Servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorism, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s 's fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSecurities Insurer, the Swap Counterparty, the Administrator or the Holders holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Securities Insurer, the Swap Counterparty or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer Sub-Servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer Sub-Servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer Sub-Servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorism, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s 's fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSeller, the Administrator Administrator, the holders of Certificates or the Holders holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Administrator or the Administrator Seller to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer Sub-Servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or of those of any Subservicer Sub-Servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer Sub-Servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.057.03) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s 's fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSecurities Insurer, the Swap Counterparty, the Seller, the Administrator or the Holders holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Securities Insurer, the Swap Counterparty, the Administrator or the Administrator Seller to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer Sub-Servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or of those of any Subservicer Sub-Servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer Sub-Servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.057.03) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. (a) The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any lossindemnify, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against defend and hold harmless the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture TrusteeSeller, the Paying Agent Certificateholders and Note Registrar, the Administrator or the Holders of Notes or Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Trustee or the Administrator Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent that such loss, liability or expense arose arising out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any sub-servicer under any sub-servicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of its the obligations and duties (or those of any Subservicer acting on its behalf) sub-servicer under this Agreementany sub-servicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer acting on its behalf) any sub-servicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control virtue of the parties hereto (including acts an act of God, acts act of war or terrorismwar, fires, earthquakes and earthquake or other natural disasters) , to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery the sending of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes This provision shall not be construed to limit the Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the . The Master Servicer shall be deemed to be indemnify, defend and hold harmless the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of Issuer, the Owner Trustee, the Eligible Lender Trustee, the Paying Agent Seller, the Certificateholders and Note Registrar the Noteholders or any of the Indenture officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any sub-servicer (including any fees payable in connection with the termination of this Agreement. If the Master Servicer shall have made servicing activities of such sub-servicer with respect to any payments Mortgage Loan) whether pursuant to this Section and the Person to terms of any sub-servicing agreement or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interestotherwise.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any lossindemnify, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against defend and hold harmless the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture TrusteeInitial Beneficial Holder, the Paying Agent Certificateholders and Note Registrar, the Administrator or the Holders of Notes or Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Trustee or the Administrator Initial Beneficial Holder from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent that such loss, liability or expense arose arising out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any sub-servicer under any sub-servicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of its the obligations and duties (or those of any Subservicer acting on its behalf) sub-servicer under this Agreementany sub-servicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer acting on its behalf) any sub-servicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control virtue of the parties hereto (including acts an act of God, acts act of war war, act of domestic or international terrorism, fires, earthquakes and earthquake or other natural disasters) , to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery the sending of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes This provision shall not be construed to limit the Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the . The Master Servicer shall be deemed to be indemnify, defend and hold harmless the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of Issuer, the Owner Trustee, the Eligible Lender Trustee, the Paying Agent Initial Beneficial Holder, the Certificateholders and Note Registrar the Noteholders or any of the Indenture officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Initial Beneficial Holder from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any sub-servicer (including any fees payable in connection with the termination of this Agreement. If the Master Servicer shall have made servicing activities of such sub-servicer with respect to any payments Mortgage Loan) whether pursuant to this Section and the Person to terms of any sub-servicing agreement or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interestotherwise.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any lossindemnify, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against defend and hold harmless the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent Issuer and Note Registrar, the Administrator or the Holders of Notes or any all of the officers, directors, employees and agents of the Issuer, the Owner Trusteefrom any and all costs, the Depositorexpenses, the Eligible Lender Trusteelosses, the Indenture Trusteeclaims, the Paying Agent damages and Note Registrar or the Administrator liabilities (including reasonable attorneys' fees and expenses) to the extent that such loss, liability or expense arose arising out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer acting on its behalf) under this Agreement, where the final determination that any such cost, expense, loss, claim, damage or liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness (other than errors in judgment) on the part of the Master Servicer (or such Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to in writing by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control virtue of the parties hereto (including acts an act of God, acts act of war war, fire, earthquake or terrorismother natural disaster, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery the sending of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes This provision shall not be construed to limit the Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Section, in the event of the termination of the rights and obligations of Agreement. The Issuer shall notify the Master Servicer (or promptly of any successor thereto pursuant to Section 7.03 or 7.05) as claim for which it may seek indemnity. The Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, shall defend the claim and the Master Servicer shall not be deemed to be liable for the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability legal fees and expenses of the Master Servicer Issuer after it has assumed such defense. Indemnification under this Section 3.2 shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar or the Indenture Trustee or the termination of this AgreementAgreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section 3.2 and the Person to or on behalf of whom such payments are made Issuer thereafter collects any of such amounts from others, such Person the Issuer promptly shall promptly repay such amounts to the Master Servicer, without interest. Anything in this Agreement to the contrary notwithstanding, neither the Master Servicer nor any of its directors, officers, employees or agents shall be liable for any cost, expense, loss, claim damage or liability that arises out of, or was imposed upon any Person seeking indemnity under this Section 3.2 through any negligence, willful misfeasance, bad faith, recklessness or other act, error or omission on the part of any Servicer under a Servicing Agreement, provided, that this provision shall not protect the Master Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties (except for errors in judgment) or by reason of reckless disregard of its obligations and duties under this Agreement.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s attorneys’ fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, Issuer or the Eligible Lender TrusteeTrustee by the Department pursuant to the Higher Education Act, the Indenture Trustee, the Paying Agent and Note Registrar, the Administrator or the Holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer sub-servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer sub-servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer sub-servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer Wachovia Education Finance Inc. (or any successor thereto pursuant to Section 7.03 or 7.054.3) as Master Servicer pursuant to Section 8.01(a)5.1, or a resignation by such Master Servicer pursuant to this Agreement, the such Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.025.2. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any lossindemnify, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against defend and hold harmless the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent Issuer and Note Registrar, the Administrator or the Holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trusteefrom any and all costs, the Depositorexpenses, the Eligible Lender Trusteelosses, the Indenture Trusteeclaims, the Paying Agent damages and Note Registrar or the Administrator liabilities (including reasonable attorneys' fees and expenses) to the extent that such loss, liability or expense arose arising out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer acting on its behalf) under this Agreement, where the final determination that any such cost, expense, loss, claim, damage or liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness (other than errors in judgment) on the part of the Master Servicer (or such Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to in writing by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control virtue of the parties hereto (including acts an act of God, acts act of war war, fire, earthquake or terrorismother natural disaster, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery the sending of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes This provision shall not be construed to limit the Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Section, in the event of the termination of the rights and obligations of Agreement. The Issuer shall notify the Master Servicer (or promptly of any successor thereto pursuant to Section 7.03 or 7.05) as claim for which it may seek indemnity. The Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, shall defend the claim and the Master Servicer shall not be deemed to be liable for the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability legal fees and expenses of the Master Servicer Issuer after it has assumed such defense. Indemnification under this Section 3.2 shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar or the Indenture Trustee or the termination of this AgreementAgreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have has made any indemnity payments pursuant to this Section 3.2 and the Person to or on behalf of whom such payments are made Issuer thereafter collects any of such amounts from others, such Person the Issuer promptly shall promptly repay such amounts to the Master Servicer, without interest. Anything in this Agreement to the contrary notwithstanding, neither the Master Servicer nor any of its directors, officers, employees or agents shall be liable for any cost, expense, loss, claim damage or liability that arises out of, or was imposed upon any Person seeking indemnity under this Section 3.2 through any negligence, willful misfeasance, bad faith, recklessness or other act, error or omission on the part of any Servicer under a Servicing Agreement, provided, that this provision shall not protect the Master Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties (except for errors in judgment) or by reason of reckless disregard of its obligations and duties under this Agreement.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSeller, the Administrator Administrator, the Noteholders or the Holders of Notes Certificateholders or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Seller or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) NMELC as Master Servicer pursuant to Section 8.01(a)6.01, or a resignation by such Master Servicer NMELC pursuant to this Agreement, the Master Servicer NMELC shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.026.02. Liability of the Master Servicer under this Section 5.02 shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this AgreementAgreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section Agreement and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any lossindemnify, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against defend and hold harmless the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture TrusteeInitial Beneficial Holder, the Paying Agent Certificateholders and Note Registrar, the Administrator or the Holders of Notes or Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Trustee or the Administrator Initial Beneficial Holder from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) to the extent that such loss, liability or expense arose arising out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any sub-servicer under any sub-servicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of its the obligations and duties (or those of any Subservicer acting on its behalf) sub-servicer under this Agreementany sub-servicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer acting on its behalf) any sub-servicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control virtue of the parties hereto (including acts an act of God, acts act of war war, act of domestic or international terrorism, fires, earthquakes and earthquake or other natural disasters) , to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery the sending of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes This provision shall not be construed to limit the Master Servicer’s or any other party’s rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the . The Master Servicer shall be deemed to be indemnify, defend and hold harmless the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of Issuer, the Owner Trustee, the Eligible Lender Trustee, the Paying Agent Initial Beneficial Holder, the Certificateholders and Note Registrar the Noteholders or any of the Indenture officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Initial Beneficial Holder from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any sub-servicer (including any fees payable in connection with the termination of this Agreement. If the Master Servicer shall have made servicing activities of such sub-servicer with respect to any payments Mortgage Loan) whether pursuant to this Section and the Person to terms of any sub-servicing agreement or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interestotherwise.

Indemnities of Master Servicer. The Master Servicer ------------------------------ shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement or which have been delegated to any Subservicer under any Subservicing Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s 's fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSeller, the Administrator Administrator, the Certificateholders or the Holders of Notes Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Administrator or the Administrator Seller to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any Subservicer under any Subservicing Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of its the obligations and duties (or those of any Subservicer acting on its behalf) under this any Subservicing Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such any Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) Signet as Master Servicer pursuant to Section 8.01(a)6.01, or a resignation by such Master Servicer pursuant to this Agreement, the such Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.026.02. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney's fees, that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator, the Certificateholders or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Administrator or the Seller to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person as a result of any compensation payable to any Subservicer (including any fees payable in connection with the release of any Student Loan File from the custody of such Subservicer or in connection with the termination of the servicing activities of such Subservicer with respect to any Financed Student Loan) whether pursuant to the terms of any Subservicing Agreement or otherwise. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this AgreementAgreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section Agreement and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s 's fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSeller, the Administrator Administrator, the Certificateholders or the Holders of Notes Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Administrator or the Administrator Seller to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer acting on its behalf) under this Agreement, Agreement where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.056.03) as Master Servicer pursuant to Section 8.01(a7.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the such Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.027.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s attorneys’ fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, Issuer or the Eligible Lender TrusteeTrustee by the Department pursuant to the Higher Education Act, the Indenture Trustee, the Paying Agent and Note Registrar, the Administrator or the Holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of or violation of any applicable law by the Master Servicer (or any Subservicer sub-servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer sub-servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of or violation of any applicable law by the Master Servicer (or such Subservicer sub-servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer Wachovia Education Finance Inc. (or any successor thereto pursuant to Section 7.03 or 7.054.3) as Master Servicer pursuant to Section 8.01(a)5.1, or a resignation by such Master Servicer pursuant to this Agreement, the such Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.025.2. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar, the Administrator or the Holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer Sub-Servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer Sub-Servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer Sub-Servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorism, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any lossindemnify, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against defend and hold harmless the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent Issuer and Note Registrar, the Administrator or the Holders of Notes or any all of the officers, directors, employees and agents of the Issuer, the Owner Trusteefrom any and all costs, the Depositorexpenses, the Eligible Lender Trusteelosses, the Indenture Trusteeclaims, the Paying Agent damages and Note Registrar or the Administrator liabilities (including reasonable attorneys' fees and expenses) to the extent that such loss, liability or expense arose arising out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer acting on its behalf) under this Agreement, where the final determination that any such cost, expense, loss, claim, damage or liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness (other than errors in judgment) on the part of the Master Servicer (or such Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to in writing by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control virtue of the parties hereto (including acts an act of God, acts act of war war, fire, earthquake or terrorismother natural disaster, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery the sending of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of This provision shall not be construed to limit the Master Servicer (Servicer's or any successor thereto other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar or the Indenture Trustee or the termination any other provision of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement or which have been delegated to any Subservicer under any Subservicing Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s 's fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSeller, the Administrator Administrator, the Certificateholders or the Holders of Notes Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Administrator or the Administrator Seller to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any Subservicer under any Subservicing Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of its the obligations and duties (or those of any Subservicer acting on its behalf) under this any Subservicing Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such any Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) Signet as Master Servicer pursuant to Section 8.01(a)6.01, or a resignation by such Master Servicer pursuant to this Agreement, the such Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.026.02. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney's fees, that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator, the Certificateholders or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Administrator or the Seller to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person as a result of any compensation payable to any Subservicer (including any fees payable in connection with the release of any Student Loan File from the custody of such Subservicer or in connection with the termination of the servicing activities of such Subservicer with respect to any Financed Student Loan) whether pursuant to the terms of any Subservicing Agreement or otherwise. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this AgreementAgreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section Agreement and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSecurities Insurer, the Swap Counterparty, the Administrator or the Holders holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Securities Insurer, the Swap Counterparty or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer Sub-Servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer Sub-Servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer Sub-Servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorism, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s 's fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note RegistrarSecurities Insurer, the Swap Counterparty, the Administrator or the Holders holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Securities Insurer, the Swap Counterparty or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer Sub-Servicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or of those of any Subservicer Sub-Servicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer Sub-Servicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorismwar, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.057.03) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of the Owner Trustee, the Eligible Lender Trustee, the Paying Agent and Note Registrar Trustee or the Indenture Trustee or the termination of this Agreement. If the Master Servicer shall have made any payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Indemnities of Master Servicer. (a) The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any lossindemnify, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against defend and hold harmless the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture TrusteeRepresentative, the Paying Agent and Note RegistrarSeller, the Administrator or Certificateholders and the Holders of Notes or Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar Trustee or the Administrator Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent that such loss, liability or expense arose arising out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of its the obligations and duties (or those of any Subservicer acting on its behalf) subservicer under this Agreementany subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer acting on its behalf) any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control virtue of the parties hereto (including acts an act of God, acts act of war or terrorismwar, fires, earthquakes and earthquake or other natural disasters) , to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery the sending of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes This provision shall not be construed to limit the Master Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the . The Master Servicer shall be deemed to be indemnify, defend and hold harmless the Master Servicer pending appointment of a successor Master Servicer pursuant to Section 8.02. Liability of the Master Servicer under this Section shall survive the resignation or removal of Issuer, the Owner Trustee, the Eligible Lender Trustee, the Paying Agent Seller, the Certificateholders and Note Registrar the Noteholders or any of the Indenture officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any subservicer (including any fees payable in connection with the termination of this Agreement. If the Master Servicer shall have made servicing activities of such subservicer with respect to any payments Home Equity Loan) whether pursuant to this Section and the Person to terms of any subservicing agreement or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interestotherwise.