Common use of Liability and Indemnities Clause in Contracts

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

Liability and Indemnities. 10.1. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. 10.2. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: : 10.2.1. any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or or 10.2.2. any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. 10.3. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. 10.4. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: : 10.4.1. its breach of this MOU; ; 10.4.2. in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or or 10.4.3. in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

Liability and Indemnities. Save where alternative arrangements regarding liabilities 9.1 The Approved Activity Provider shall be responsible and indemnities are agreed in writing between the Participating Bodies, the following shall apply. The Host Practice shall accept responsibility for, and shall liable at all times indemnify for the Sending Body health and Staff Members fully againstsafety of each Participant while such Participant is under the care of the Approved Activity Provider. 9.2 Without prejudice to any rights or remedies of ASL, the Approved Activity Provider shall indemnify, and hold them harmless fromkeep indemnified, ASL, the Charity, the Participants and the Licensed Organisation and DofE Centres fully against all civil claims, proceedings, actions, damages, costs, suits, demands, losses, liabilities, charges, expenses and any other liabilities and incurred by or made against ASL or the Charity in respect of any loss, direct or consequent on indirect, or damage or personal injury which arises from any illnessstatements made, injury, deathadvice or information given or omitted to be given or anything done or omitted to be done by the Approved Activity Provider under or otherwise relating to the provision of the Services or any of the Approved Activity Provider's other obligations under this Agreement to the extent that such loss, damage or costs sufferedinjury is caused by the Approved Activity Provider’s negligence (whether caused by an act or omission), sustained breach of this Agreement (including breach of any warranty given in this Agreement) or incurred any other wrongful act or omission of the Approved Activity Provider, the Staff or its associates, agents, servants and sub-contractors. 9.3 Neither ASL nor the Charity shall be liable for any matter arising out as between the Approved Activity Provider and Participants. The Approved Activity Provider acknowledges that it shall be its responsibility to manage the relationship including entering into any contract with the Participants. 9.4 Without prejudice to any other provisions of or in connections with: this Agreement, neither ASL nor the Charity shall be liable for any act or omission on of the part of a Staff Member during Approved Activity Provider, whether or not such action was taken pursuant to any advice given by ASL or the Charity or in connection with a Vaccination Session; reliance on any materials provided by ASL or any act the Charity. 9.5 Nothing in this Agreement is intended and nor shall it be construed as an attempt by either party to exclude or omission by the Host Practice or limit its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for any liability which cannot be excluded or limited under applicable law, including liability for death or personal injury, accident injury caused by negligence or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdomfor fraud.

Liability and Indemnities. Save where alternative arrangements regarding liabilities (a) The Supplier and indemnities are agreed in writing between its Personnel enter the Participating Bodies, Company’s sites and premises at the following shall apply. Supplier and its Personnel’s own risk. (b) The Host Practice shall accept responsibility for, Supplier is liable for and shall at all times must indemnify the Sending Body Company and Staff Members fully against, keep it indemnified from and hold them harmless from, all civil liabilities against any liability and in respect any loss or damage of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred kind whatsoever arising out of or in connections with: connection with any act negligent act, negligent omission or omission on breach of this Agreement by the part Supplier or its Personnel. (c) The Supplier will indemnify the Company against all claims in regard to wages that may become due and payable to the Supplier’s employees and the employees of a Staff Member during its subcontractors and all claims of its subcontractors and contractors of goods, labour or services provided in connection with the performance of this Agreement. (d) Neither party is liable to the other party for any loss of use, loss of revenue, loss of profit, loss of product or production, business interruption, loss of business opportunity, loss of savings, loss of use of capital or loss of goodwill arising out of or in connection with a Vaccination Session; or this Agreement except in relation to: (i) any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements liability in respect of relevant liabilities covered by those arrangements. The Host Practice death or injury to persons or damage to property; (ii) loss or liability to the extent that the Supplier is indemnified for the liability under any policy of insurance that it is required to ensure that maintain under this Agreement or would have been indemnified if it maintains appropriate had complied with its obligations under this Agreement and adequate the insurance cover policies; (iii) breach of clause 12; (iv) liability for wilful misconduct in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOUAgreement which has substantial harmful consequences for the other party (including an intentional unlawful abandonment of this Agreement); or (v) conduct which is so grossly careless that it amounts to a reckless disregard for the harmful, foreseeable and avoidable consequences which may result from it. (e) Each indemnity in this Agreement is a continuing obligation, separate and independent from the case of a Sending Body, the employment/engagement or termination of employment/engagement other obligations of the Staff Member; parties, and survives termination, completion or in the case expiration of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdomthis Agreement.

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between (a) Each of the Participating BodiesSellers, the following Master Servicers and TMSI shall apply. be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Sellers, the Master Servicers or TMSI, as the case may be, under this Agreement. (b) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee and the Indenture Trustee and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein (except any such income taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Seller's willful misfeasance, bad faith or negligence in the performance of their duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the Issuer's or the Eligible Lender Trustee's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates. (d) The Host Practice Sellers and TMSI shall accept responsibility be liable as primary obligors for, and shall at all times indemnify indemnify, defend and hold harmless the Sending Body Eligible Lender Trustee and Staff Members fully its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or of, incurred in connection with a Vaccination Sessionor relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or any act or omission (iii) shall arise from the breach by the Host Practice Eligible Lender Trustee of any of its representations or its employees warranties set forth in Section 7.3 of the Trust Agreement. In the event of any claim, action or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members proceeding for which indemnity will be carrying out NHS primary medical services on behalf sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Host Practice Sellers, which approval shall not be unreasonably withheld. (e) The Sellers shall pay any and therefore will have the benefit all taxes levied or assessed upon all or any part of the CNSGP indemnity arrangements Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in respect of relevant liabilities covered by those arrangements. The Host Practice is required paragraph (a) above). (f) Pursuant to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery Section 6.7 of the Vaccination Programme or participation in any Vaccination Session by any Staff MembersIndenture, save and subject to the limitations therein, the Sellers and TMSI shall pay reasonable compensation to the Indenture Trustee and shall reimburse the Indenture Trustee for professional indemnity all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities, which will be to the responsibility extent and in the manner provided in the Indenture. (g) Each of the relevant Staff Member. The Participating Bodies hereby indemnify each other Master Servicers, individually, and TMSI shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all claimscosts, liabilities, actions, proceedings, costs (including legal fees)expenses, losses, damagesclaims, fines, expenses damages and demands suffered or incurred by any other Participating Body liabilities arising out of, or imposed upon such Person through, such Master Servicer's or TMSI's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement. Notwithstanding the foregoing, if a Master Servicer or resulting from TMSI is rendered unable, in whole or part, by a force outside the acts or omissions control of the indemnifying Participating Body in respect parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its employment obligations under this Agreement, such Master Servicer and TMSI 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 such Master Servicer or engagement TMSI remains unable to perform such obligation as a result of a Staff Member including but not limited to: its breach such event. (h) Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee or the Indenture Trustee and the termination of this MOU; in Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Sellers, TMSI or the Master Servicers, as the case may be, shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of a Sending Bodywhom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the employment/engagement Sellers, TMSI or termination of employment/engagement of the Staff Member; or in Master Servicers, as the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdombe without interest.

Liability and Indemnities. Save where alternative arrangements regarding liabilities (a) The Supplier and indemnities are agreed in writing between its Personnel enter the Participating BodiesCompany’s sites and premises at the Supplier and its Personnel’s own risk. (b) Subject to clause 7(f), the following shall apply. The Host Practice shall accept responsibility for, Supplier is liable for and shall at all times must indemnify the Sending Body Company and Staff Members fully against, keep it indemnified from and hold them harmless from, all civil liabilities against any liability and in respect any loss or damage of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred kind whatsoever arising out of or in connections with: connection with any act negligent act, negligent omission or omission on breach of this Agreement by the part Supplier or its Personnel. (c) The Supplier will indemnify the Company against all claims in regard to wages that may become due and payable to the Supplier’s employees and the employees of a Staff Member during its subcontractors and all claims of its subcontractors and contractors of goods, labour or services provided in connection with the performance of this Agreement. (d) Neither party is liable to the other party for any loss of use, loss of revenue, loss of profit, loss of product or production, business interruption, loss of business opportunity, loss of savings, loss of use of capital or loss of goodwill arising out of or in connection with a Vaccination Session; or this Agreement except in relation to: (i) any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements liability in respect of relevant liabilities covered by those arrangements. The Host Practice death or injury to persons or damage to property; (ii) loss or liability to the extent that the Supplier is indemnified for the liability under any policy of insurance that it is required to ensure that maintain under this Agreement or would have been indemnified if it maintains appropriate had complied with its obligations under this Agreement and adequate the insurance cover policies; (iii) breach of clause 12; (iv) liability for wilful misconduct in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOUAgreement which has substantial harmful consequences for the other party (including an intentional unlawful abandonment of this Agreement); or (v) conduct which is so grossly careless that it amounts to a reckless disregard for the harmful, foreseeable and avoidable consequences which may result from it. (e) Each indemnity in this Agreement is a continuing obligation, separate and independent from the case other obligations of a Sending Bodythe parties, and survives termination, completion or expiration of this Agreement. (f) Notwithstanding any other provision of this Agreement, the employment/engagement Supplier is not required to indemnify the Company for any liability to pay a fine for an offence under the Work Health and Safety Act 2020 (WA) or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdomregulations made thereunder.

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between (a) Each of the Participating BodiesSeller, the following Master Servicer and TMSI shall apply. be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller, the Master Servicer or TMSI, as the case may be, under this Agreement. (b) The Host Practice Seller and TMSI shall accept responsibility jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee and the Indenture Trustee and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein (except any such income taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same. (c) The Seller and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) the Seller's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller's, the Issuer's or the Eligible Lender Trustee's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates. (d) The Seller and TMSI shall be liable as primary obligors for, and shall at all times indemnify indemnify, defend and hold harmless the Sending Body Eligible Lender Trustee and Staff Members fully its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or of, incurred in connection with a Vaccination Sessionor relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or any act or omission (iii) shall arise from the breach by the Host Practice Eligible Lender Trustee of any of its representations or its employees warranties set forth in Section 7.3 of the Trust Agreement. In the event of any claim, action or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members proceeding for which indemnity will be carrying out NHS primary medical services on behalf sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Host Practice Seller, which approval shall not be unreasonably withheld. (e) The Seller shall pay any and therefore will have the benefit all taxes levied or assessed upon all or any part of the CNSGP indemnity arrangements Trust Estate (other than those taxes expressly excluded from the Seller's responsibilities pursuant to the parentheticals in respect of relevant liabilities covered by those arrangements. The Host Practice is required paragraph (a) above). (f) Pursuant to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery Section 6.7 of the Vaccination Programme or participation in any Vaccination Session by any Staff MembersIndenture, save and subject to the limitations therein, the Seller and TMSI shall pay reasonable compensation to the Indenture Trustee and shall reimburse the Indenture Trustee for professional indemnity all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities, which will be to the responsibility extent and in the manner provided in the Indenture. (g) The Master Servicer and TMSI shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the relevant Staff Member. The Participating Bodies hereby indemnify each other Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all claimscosts, liabilities, actions, proceedings, costs (including legal fees)expenses, losses, damagesclaims, fines, expenses damages and demands suffered or incurred by any other Participating Body liabilities arising out of, or imposed upon such Person through, the Master Servicer's or TMSI's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement. Notwithstanding the foregoing, if the Master Servicer or resulting from TMSI is rendered unable, in whole or part, by a force outside the acts or omissions control of the indemnifying Participating Body in respect parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its employment obligations under this Agreement, the Master Servicer and TMSI 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 or engagement TMSI remains unable to perform such obligation as a result of a Staff Member including but not limited to: its breach such event. (h) Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee or the Indenture Trustee and the termination of this MOU; in Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller, TMSI or the Master Servicer, as the case may be, shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of a Sending Bodywhom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the employment/engagement Seller, TMSI or termination of employment/engagement of the Staff Member; or in Master Servicer, as the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdombe without interest.

Liability and Indemnities. Save where alternative arrangements regarding liabilities (a) The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement or the Administration Agreement. The Administrator and indemnities are agreed any of its directors, officers, employees or agents may rely in writing between good faith on the Participating Bodiesadvice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person. Except as provided in this Agreement or the Administration Agreement, the following Administrator shall apply. The Host Practice not be under any obligation to appear in, prosecute or defend any legal action that shall accept responsibility fornot be incidental to its duties to administer the Financed Student Loans and the Trust in accordance with this Agreement and the Administration Agreement, and shall at all times indemnify that in its opinion may involve it in any expense or liability; provided, however, that the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of or consequent on this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. (b) The Administrator shall indemnify, defend and hold harmless from its funds, the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Master Servicer, the Noteholders and the Certificateholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Noteholders and the Certificateholders from and against any illness, injury, death, damage or costs suffered, sustained or incurred and all Indemnifiable Expenses arising out of, or imposed upon such Person through, the Administrator's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement or in connections with: the Administration Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement or the Administration Agreement, where the final determination that any act such loss, liability or omission expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance or bad faith on the part of the Administrator is established by a Staff Member during court of law, by an arbitrator or by way of settlement agreed to by the Administrator. Notwithstanding the foregoing, if the Administrator is rendered unable, in whole or in connection with part, by a Vaccination Sessionforce outside the control of the Administrator (including acts of God, acts of war, severe weather, communications failures or failures to receive electronic data or labor disputes or strikes, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Administrator 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 Administrator remains unable to perform such obligation as a result of such event; provided, however, the Administrator shall not be liable for any such Indemnifiable Expenses imposed upon such Person to the extent that they arise out of or result from such Person' s negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in this Agreement or the Administration Agreement. Notwithstanding anything to the contrary contained in this Agreement or the Administration Agreement, in no event shall the Administrator be liable under any act theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Administrator has been advised of the possibility of such damages. (c) Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Administrator without interest. (d) Promptly after receipt by an indemnified party under this Section 7.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7.2, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 7.2., except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members indemnifying party of the commencement thereof, the indemnifying party will be carrying out NHS primary medical services entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the Host Practice and therefore indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered not be liable to such indemnified party under this Section 7.2 for any legal or other expenses subsequently incurred by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise such indemnified party in connection with the delivery defense thereof other than reasonable costs of investigation. In no event shall the Vaccination Programme indemnifying party be liable for fees and expenses for more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or participation related actions in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body same jurisdiction arising out of the same general allegations or resulting circumstances. An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. The indemnified party may not, without the acts or omissions prior written consent of the indemnifying Participating Body in respect of its employment party, settle, compromise or engagement of a Staff Member including but not limited to: its breach of this MOU; in consent to the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination entry of any kind judgment with respect to any pending or under any legislation applicable threatened claim, action, suit or proceeding in the United Kingdomwhich indemnification may be sought hereunder.

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. The Host Practice Receiving Body shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or any act or omission by the Host Practice Receiving Body or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice Receiving Body, within the framework of the governance arrangements set out in Schedule 7 of the Seasonal Influenza Vaccination Collaboration Agreement and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice Receiving Body is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host PracticeReceiving Body, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

Liability and Indemnities. Save where alternative arrangements regarding liabilities (a) Transfer and indemnities are agreed in writing between the Participating Bodies, the following termination costs (i) Seller shall apply. The Host Practice shall accept responsibility be responsible for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and not seek reimbursement from Purchasers or any other Recipient in respect of, any costs or expenses incurred or required to be incurred for the purpose of transferring, whether on a secondment or consequent on permanent basis, any illnessSecondees to Purchasers and the other Recipients in accordance with this Agreement, injuryincluding, deathwithout limitation, damage any costs incurred for the processing of new visas for Secondees. (ii) Subject to Section 4(b), Seller shall be responsible for any costs incurred in connection with the termination of a Secondee’s employment by or engagement with a Seller or Subsidiary of such Seller, save that if Purchasers or the relevant Recipient elects for any Transfer as envisaged by Section 1(e)(i) not to occur in circumstances where it would otherwise be possible for such Transfer to occur (such election to be made by delivery of written notice to the Seller), the Seller or relevant Subsidiary of such Seller shall be entitled to terminate the employment or engagement of such Secondee and the Purchasers will be responsible for all costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with such termination, provided that the Seller or relevant Subsidiary of the Seller notifies the applicable employee or contractor of, and gives effect to (in a Vaccination Session; or any act or omission by lawful and prudent manner), such termination within thirty (30) days of the Host Practice receipt of such written notice from Purchaser or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will Affiliate under this Section 4(a)(ii). (iii) Subject to Section 4(b), Purchasers shall be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise responsible for any costs incurred in connection with the delivery termination of a Veteran Secondee’s employment by or engagement with a Recipient following a Transfer, save that Seller shall be responsible for any payments in connection with the termination of the Vaccination Programme employment of such Secondee which arise as a result of any terms agreed between the Seller or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility relevant Subsidiary of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any Seller and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from such Secondee which exceed to the acts or omissions Secondee’s benefit the standard practice of the indemnifying Participating Body in respect of its employment Seller or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement relevant Subsidiary of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United KingdomSeller.

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies(a) The Settlement Agent agrees to indemnify, the following shall apply. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, defend and hold them harmless fromMerchant Warrior from and against any and all Chargebacks, all civil liabilities liabilities, penalties, damages, costs, judgments, settlements, legal fees and in respect of disbursements, or consequent on any illness, injury, death, damage or costs suffered, sustained expenses paid or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with the Services as a Vaccination Session; result of: (i) breach of this Agreement by the Client; (ii) any negligent, fraudulent or any unlawful act or omission omission, by the Host Practice Settlement Agent, its partners, subsidiaries or its employees clients using or agents during employing the Services. (iii) any material or in connection with a Vaccination Session. It is agreed information issued from the Settlement Agent using the Services, and understood the Client acknowledges that Staff Members will be carrying out NHS primary medical services Merchant Warrior does not vet, review or approve any such material or information and that the Services are used at the Client’s risk; and (iv) any other transaction initiating from, made by, or on behalf of the Host Practice Settlement Agent. (b) The Settlement Agent hereby indemnifies Merchant Warrior and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate shall keep Merchant Warrior indemnified from and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilitiestort, actionsliability and expense on account of any injury or damage suffered by Merchant Warrior arising from the conduct of the Settlement Agent or its clients as a result of the provision of the Services under this Agreement. (c) This clause 8 constitutes a continuing indemnity and is in addition to any other rights Merchant Warrior may have, proceedingsand the Settlement Agent agrees to bear the burden of proof in respect to any alleged defect in the Services. (d) Merchant Warrior's maximum aggregate liability for a breach of a condition or warranty implied into this Agreement by any Statutory Provisions is limited, costs to the maximum extent permitted by law, to either of the following, as determined by Merchant Warrior in absolute and sole discretion: (including legal feesi) The replacement of the Services or the resupply of equivalent Services; (ii) Repair of the Services or payment of the cost of having the Services repaired; or (iii) Refunding the payment made by the client, or part of that payment (where appropriate), lossesfor the Services ordered, damagesor offering credit where payment has not been made. (e) The Settlement Agent, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions having acknowledged that not all components of the indemnifying Participating Body in respect service may be provided by Merchant Warrior, hereby indemnifies Merchant Warrior and shall keep Merchant Warrior indemnified from and against all claims, tort, liability and expense on account of its employment any injury or engagement of damage suffered by the Settlement Agent or their client as a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement result of the Staff Member; or in the case provision of the Host PracticeServices by another party under this Agreement. (f) All conditions and warranties expressed or implied by the Statutory Provisions, any actions it undertakes relating law, trade, custom or usage, are expressly excluded to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for the maximum extent permitted by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdomlaw.

Liability and Indemnities. 10.1. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. 10.2. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: : 10.2.1. any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or or 10.2.2. any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. 10.3. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance insuranc e cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. 10.4. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: : 10.4.1. its breach of this MOU; ; 10.4.2. in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or or 10.4.3. in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

Liability and Indemnities. Save where alternative arrangements regarding liabilities 10.1. The Directly Licensed Centre shall retain overall responsibility and indemnities are agreed in writing between liability at all times for the Participating Bodieshealth and safety of each Participant while such Participant is undertaking a DofE Programme, except when the Participant is under the care of the Approved Activity Provider or other activity provider, during which times it shall be that activity provider’s responsibility to oversee the health and safety of the Participant. Where the Directly Licensed Centre appoints an activity provider that is not an Approved Activity Provider, the following Directly Licensed Centre shall applyensure that its agreement with that activity provider confirms that the activity provider is responsible and liable for the health and safety of each Participant under its care and shall ensure that the contract entered into gives ASL and the Charity rights to enforce the relevant provisions of that agreement as a third party. 10.2. The Host Practice Where the Participant has organised an activity for themselves (e.g. volunteering in a charity shop, football training, violin lessons, etc.), the Directly Licensed Centre shall accept responsibility ensure that the Parents/Guardians of the Participant are aware that they are responsible for their child’s safety and for checking and satisfying themselves that the activity provider is appropriate. 10.3. ASL and the Charity shall not be liable for, and (without prejudice to any rights or remedies of ASL) the Directly Licensed Centre shall at all times indemnify and keep indemnified ASL, the Sending Body Charity and Staff Members the Participants fully against, all claims, proceedings, actions, damages, costs, suits, demands, losses, liabilities, charges, expenses and hold them harmless from, all civil any other liabilities and incurred by or made against ASL or the Charity in respect of any loss, direct or consequent on any illnessindirect, injury, death, or damage or costs sufferedpersonal injury which arises from any statements made, sustained advice or incurred arising out of information given or in connections with: any act omitted to be given or omission on the part of a Staff Member during anything done or in connection with a Vaccination Session; or any act or omission omitted to be done by the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required Directly Licensed Centre relating to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination DofE Programme to the extent that such loss, damage or participation in any Vaccination Session injury is caused by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs Directly Licensed Centre’s negligence (including legal feeswhether caused by an act or omission), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; Agreement (including breach of any warranty given in the case of a Sending Body, the employment/engagement this Agreement) or termination of employment/engagement any other wrongful act or omission of the Staff Member; Directly Licensed Centre, including the Staff. 10.4. Without prejudice to any other provisions of this Agreement, in no circumstances shall ASL or the Charity be liable for any unlawful act or omission of the Directly Licensed Centre, whether or not such action was taken pursuant to any advice given by ASL or the Charity or in reliance on any materials provided by ASL or the case of the Host Practice, any actions Charity. 10.5. Nothing in this Agreement is intended and nor shall it undertakes relating be construed as an attempt by either party to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including liability for death or personal injury, accident injury caused by negligence or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdomfor fraud.

Liability and Indemnities. Save where alternative arrangements regarding liabilities (a) The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement or the Administration Agreement. The Administrator and indemnities are agreed any of its directors, officers, employees or agents may rely in writing between good faith on the Participating Bodiesadvice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person. Except as provided in this Agreement or the Administration Agreement, the following Administrator shall apply. The Host Practice not be under any obligation to appear in, prosecute or defend any legal action that shall accept responsibility fornot be incidental to its duties to administer the Financed Student Loans and the Trust in accordance with this Agreement and the Administration Agreement, and shall at all times indemnify that in its opinion may involve it in any expense or liability; provided, however, that the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of or consequent on this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. (b) The Administrator shall indemnify, defend and hold harmless from its funds, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Master Servicer, the Noteholders and the Certificateholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, Indenture Trustee, the Noteholders and the Certificateholders from and against any illnessand all costs, injuryexpenses, deathlosses, damage or costs sufferedclaims, sustained or incurred damages and liabilities arising out of, or imposed upon such Person through, the Administrator's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement or in connections with: the Administration Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement or the Administration Agreement, where the final determination that any act such loss, liability or omission expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance or bad faith on the part of 52 58 the Administrator is established by a Staff Member during court of law, by an arbitrator or by way of settlement agreed to by the Administrator. Notwithstanding the foregoing, if the Administrator is rendered unable, in whole or in connection with part, by a Vaccination Sessionforce outside the control of the Administrator (including acts of God, acts of war, severe weather, communications failures or failures to receive electronic data or labor disputes or strikes, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Administrator 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 Administrator remains unable to perform such obligation as a result of such event; provided, however, the Administrator shall not be liable for any such costs, expenses, losses, claims, damages and liabilities imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in this Agreement or the Administration Agreement. Notwithstanding anything to the contrary contained in this Agreement or the Administration Agreement, in no event shall the Administrator be liable under any act theory of tort, contract, strict liability or omission other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the Host Practice parties regardless of whether or its employees not the Administrator has been advised of the possibility of such damages. (c) Indemnification under this Section shall survive the resignation or agents during removal of the Eligible Lender Trustee or in connection with a Vaccination Sessionthe Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. It is agreed If the Administrator shall have made any indemnity payments pursuant to this Section and understood that Staff Members will be carrying out NHS primary medical services the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Host Practice and therefore will have the benefit Administrator without interest. (d) Promptly after receipt by an indemnified party under this Section 7.2 of notice of the CNSGP indemnity arrangements commencement of any action, such indemnified party will, if a claim in respect of relevant liabilities covered by those arrangements. The Host Practice thereof is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with be made against the delivery indemnifying party under this Section 7.2, notify the indemnifying party of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be commencement thereof; but the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of omission so to notify the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but party will not limited to: its breach of this MOU; in relieve it from any liability which it may have to any indemnified party otherwise than under Section 7.2., except to the extent the indemnifying party is materially prejudiced by such failure. In case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.such action is brought against any

Liability and Indemnities. 10.1. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. 10.2. The Host Practice Receiving Body shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: : 10.2.1. any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or or 10.2.2. any act or omission by the Host Practice Receiving Body or its employees or agents during or in connection with a Vaccination Session. 10.3. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice Receiving Body, within the framework of the governance arrangements set out in Schedule 7 of the Seasonal Influenza Vaccination Collaboration Agreement and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice Receiving Body is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. 10.4. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: : 10.4.1. its breach of this MOU; ; 10.4.2. in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or or 1.6.3. in the case of the Host PracticeReceiving Body, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

Liability and Indemnities. Save where alternative arrangements regarding liabilities (a) Each of the Transferor and indemnities are agreed the Master Servicer shall be liable in writing between accordance herewith only to the Participating Bodiesextent of the obligations specifically undertaken by the Transferor and the Master Servicer, as the case may be, under this Agreement. (b) The Transferor shall indemnify, defend and hold harmless the Issuer, the following shall apply. The Host Practice shall accept responsibility forEligible Lender Trustee and the Indenture Trustee and their officers, directors, employees and shall agents from and against any taxes that may at all times indemnify any time be asserted against any such Person with respect to the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred transactions contemplated herein (except (i) taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee, (ii) arising out of the transfer of the Financed Student Loans to the Eligible Lender Trustee, (iii) taxes arising out of the issuance and sale of the Certificates and the Notes, (iv) taxes arising out of the ownership of the Financed Student Loans (including, without limitation, income taxes), and (v) taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in connections withdefending against the same. (c) The Transferor shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) the Transferor's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Transferor's or the Issuer's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates; provided, however, the Transferor shall not be liable for any such costs, expenses, losses, claims, damages and liabilities imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (d) The Transferor shall indemnify, defend and hold harmless the Eligible Lender Trustee and its officers, directors, employees and agents from and against, all reasonable costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence of the Eligible Lender Trustee, (ii) shall arise from any act breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or omission (iii) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (e) The Transferor shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Transferor's responsibilities pursuant to the parenthetical in paragraph (b) above). (f) Pursuant to Section 6.7 of the Indenture, and subject to the limitations therein, the Transferor shall pay reasonable compensation to the Indenture Trustee and shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities, to the extent and in the manner provided in the Indenture. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (g) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, the Master Servicer's willful misfeasance, bad faith or negligence in the performance of its duties 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 or bad faith on the part of the Master Servicer is established by a Staff Member during court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer; provided, however, the Master Servicer shall not be liable for any such costs, expenses, losses, claims, damages and liabilities imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in this Agreement. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in connection with part, by a Vaccination Sessionforce outside the control of the Master Servicer (including acts of God, acts of war, severe weather, communications failures or failures to receive electronic data or labor disputes or strikes, 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. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages. (h) Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Transferor or the Master Servicer, as the case may be, shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Transferor or the Master Servicer, as the case may be without interest. (i) Promptly after receipt by an indemnified party under this Section 6.3 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6.3, notify the indemnifying party of the commencement thereof; or but the omission so to notify the indemnifying party will not relieve it from any act or omission liability which it may have to any indemnified party otherwise than under Section 6.3., except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members indemnifying party of the commencement thereof, the indemnifying party will be carrying out NHS primary medical services entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the Host Practice and therefore indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered not be liable to such indemnified party under this Section 6.3 for any legal or other expenses subsequently incurred by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise such indemnified party in connection with the delivery defense thereof other than reasonable costs of investigation. In no event shall the Vaccination Programme indemnifying party be liable for fees and expenses for more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or participation related actions in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body same jurisdiction arising out of the same general allegations or resulting circumstances. An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the acts or omissions prior written consent of the indemnifying Participating Body in respect of its employment party, settle, compromise or engagement of a Staff Member including but not limited to: its breach of this MOU; in consent to the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination entry of any kind judgment with respect to any pending or under any legislation applicable threatened claim, action, suit or proceeding in the United Kingdomwhich indemnification may be sought hereunder.

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. The Host Practice Receiving Body shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or any act or omission by the Host Practice Receiving Body or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice Receiving Body, within the framework of the governance arrangements set out in Schedule 7 of the Polio Vaccination Collaboration Agreement and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice Receiving Body is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host PracticeReceiving Body, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

Liability and Indemnities. Save where alternative arrangements regarding liabilities 11.1 The Connection Provider shall indemnify WPD and indemnities keep WPD indemnified fully and on demand against all claims, demands, actions, proceedings, damages, liabilities, losses, costs (including all reasonable legal costs), expenses and fines which are agreed in writing between attributable to any act, omission, default, delay, negligence or breach of statutory duty by or on the Participating Bodies, part of the following shall apply. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of Connection Provider made or consequent on any illness, injury, death, damage or costs suffered, sustained brought against or incurred or suffered by WPD arising out of or in connections connection with: : (a) the carrying out or the purported carrying out of the Contestable Connection Works; (b) any act or omission on claim by a Regulatory Body due to any default by the part of a Staff Member during Connection Provider arising from or in connection with a Vaccination Session; the Contestable Connection Works; (c) any third party claim in respect of title to the Contestable Assets; (d) any breach or any act or omission alleged breach by the Host Practice Connection Provider of any Consents or its failure by the Connection Provider to obtain and/or maintain the required Consents; (e) failure by the Connection Provider to ensure that the officers, employees or agents of the Connection Provider and other persons for whom the Connection Provider is responsible in law conduct themselves upon the Site during the carrying out of the Contestable Connection Works in a proper and responsible manner; (f) any personnel (including without limitation any employee, agent or sub- contractor) who were employed or engaged in executing the Works bringing a claim against WPD where such a claim arises out of anything done or omitted to be done by the Connection Provider in relation to the employment or engagement of the same during the term of the Agreement and/or arising on or as a result of the termination or expiry of the Agreement (howsoever caused). 11.2 WPD shall not be liable for any costs incurred or losses suffered by the Connection Provider or any third party as a result of WPD's failure to provide access to the Distribution System or any delay caused by WPD to the Contestable Connection Works. 11.3 The Connection Provider will not be liable for loss or damage arising from WPD's negligence, any breach by WPD of its obligations under this Agreement or WPD's wilful failure to fulfil its responsibilities under this Agreement. 11.4 The Connection Provider’s total liability to WPD for all matters arising under or in connection with a Vaccination Session. It is agreed and understood that Staff Members will this Agreement shall be carrying out NHS primary medical services on behalf limited to £10,000,000 (ten million pounds) per incident or series of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body incidents arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdomone event.

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies1. CONTRACTOR shall release, the following shall apply. The Host Practice shall accept responsibility forprotect, and shall at all times indemnify the Sending Body and Staff Members fully againstdefend, indemnify, and hold them harmless fromCGA, CGA Members, and their directors, officers, and employees, from and against any and all civil liabilities loss, damage, claim, suit, liability (including strict liability), judgment, and in respect expense of or consequent on any illnessnature (including reasonable attorneys’ fees, injuryinvestigation cost, death, damage or and other costs suffered, sustained or incurred of litigation) arising out of or in connections with: any act way related to any demand, claim, or omission on lawsuit arising out of, or in any connection whatsoever with this Agreement and whether or not caused by the part joint, concurrent, active or passive negligence or other legal fault of CONTRACTOR, its employees, agents, representatives, contractors and subcontractors of any tier, CGA or CGA Members, or any other entity. The foregoing indemnity shall not apply when the loss, damage, claim, suit, liability (including strict liability), judgment, and expenses (including reasonable attorneys’ fees, investigation cost and other costs of litigation) is caused solely by the negligence of CGA and/or CGA members. 2. CGA, and in the event of a Staff Member during request for Dispatch, the requesting CGA Members, shall release, protect, defend, indemnify, and hold harmless CONTRACTOR, its directors, officers, and employees from and against any and all loss, damage, claim, suit, liability (including strict liability), judgment, and expense of any nature (including reasonable attorneys’ fees, investigation cost, and other costs of litigation) arising out of or in any way related to any demand, claim, or lawsuit arising out of or in any connection whatsoever with this Agreement if caused solely by the negligence of CGA or the requesting CGA Member. In the event of a request for Dispatch, the obligations of this Paragraph IV.D.2 shall only apply to the requesting CGA Member, and not to CGA. 3. Notwithstanding the above, CGA, or in the event of a request for Dispatch, the requesting CGA Member, shall release, protect, defend, indemnify, and hold harmless CONTRACTOR, its directors, officers, and employees from and against any and all loss, damage, claim, suit, liability (including strict liability), judgment, and expense of any nature (including reasonable attorneys’ fees, investigation cost, and other costs of litigation) arising out of or in any way related to any demand, claim, or lawsuit arising out of or in connection with a Vaccination Session; this Agreement to the extent, but only to the extent, any damage or any act or omission liability is caused directly by Dispersant if it is applied in accordance with instructions provided by the Host Practice or its employees or agents during or CGA Member and the manufacturer’s directions including the MSDS. In the event of a request for Dispatch, the obligations of this Paragraph IV.D.3 shall only apply to the requesting CGA Member, and not to CGA. 4. The Parties shall not be liable to each other for consequential damages not specifically referred to elsewhere in connection with a Vaccination Sessionthis Agreement, except that personal injury and property damage shall not be considered consequential damages. 5. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will Any Party shall have the benefit right at its option to participate at its sole expense in the defense of the CNSGP indemnity arrangements in respect of relevant liabilities any claim or suit covered by those arrangementsthis Paragraph with an attorney of its choice without relieving any other Party of any of its obligations hereunder. 6. All attorneys’ fees and other costs incurred in enforcing any release, defense, indemnity and hold harmless obligations in this Agreement shall be recoverable by the prevailing Party. 7. The Host Practice is required to ensure that it maintains appropriate provisions of this Paragraph are separate from, in addition to, and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session shall not be limited by any Staff Members, save for professional insurance required by this Agreement. 8. Insurance covering this indemnity liabilities, which will provision shall be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred provided by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United KingdomCONTRACTOR.

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following The Employer shall apply. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: not be liable for any act or omission on the part of a Staff Member the Employee during the Secondment and shall incur no liability for loss, damage or in connection with a Vaccination Session; or any act or omission injury of whatever nature sustained by the Host Practice or its employees or agents Employee during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangementsSecondment Period. The Host Practice is required to ensure that it maintains appropriate shall indemnify and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with keep indemnified the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other Employer against any and all claims, liabilities, actions, proceedings, costs (including legal feesfees on an indemnity basis), losses, damages and demands arising out of or resulting from breach of this Agreement or any act or omission or default of the Employee during the Secondment Period including without limitation: Any loss of or any damage to any property; All financial loss; Those resulting from any breach by the Employee of any intellectual property rights owned by the Employer or a third party; Injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Employee, whether resulting in material or financial loss or damages or death or injury to persons or any other loss or damage whatsoever; Any and all liability arising from any breach of the provisions of the Data Protection Xxx 0000 by the Employee. The Host shall indemnify and keep indemnified the Employer against any and all claims, liabilities, actions, proceedings, costs (including legal fees on an indemnity basis), losses, damages, finesdemands, penalties, fines or expenses and demands suffered or incurred by the Employer which are attributable to any act or omission by the Host any other Participating Body person for whom the Host are liable arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/of:- The engagement or termination of employment/engagement of the Staff MemberEmployee under the terms of this Agreement during the Secondment Period; or Any breach by the Host of any collective agreement or other custom, practice or arrangement (whether or not legally binding) with a trade union, staff association or employee representatives in the case respect of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided Employee including for by NHS Resolution may apply, the avoidance of doubt without limitation liability for personal injury, accident or illness sufferedsuffered or incurred in whole or in part during the Secondment, breach of contract or in tort, unfair dismissal, redundancy, statutory redundancy, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom. If the Employer suffers any claims, liabilities, actions, proceedings, costs, losses, damages or demands (“Loss”) in respect of which the Host is liable to make a payment (“Indemnity Payment”), to the Employer under clause 1.2 or 1.3 and the Indemnity Payment is taxable in the Employer’s hands but the Loss is not deductible in calculating that tax liability, then the Host shall pay such additional amount to the Employer as the Employer’s tax adviser certifies is necessary to put the Employer in the same net of tax position as it would have been if the Indemnity Payment was not taxable in the Employer’s hands and the Loss was not deductible by the Employer for tax purposes. If the Host becomes aware of any matter that may give rise to a claim against the Employee and/or the Employer, notice of that fact shall be given as soon as possible to the Employer. Without prejudice to the validity of the claim or alleged claim in question, the Host shall allow the Employer and its professional advisors to investigate the matter or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim, and for such purpose, the Host shall give subject to being paid all reasonable costs and expenses, all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the Employer or its professional advisors may reasonably request provided that nothing in this clause shall be construed as requiring the Host to disclose any document or thing the subject of any privilege. The Employer agrees to keep all such information confidential and only to use it for such purpose. No admission of liability shall be made by or on behalf of the Host and any such claim shall not be compromised, disposed of or settled without the consent of the Employer. The Employer shall be entitled in its absolute discretion to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest any such claim or liability (including, without limitation, making counterclaims or other claims against third parties) in the name of and on behalf of the Host and to have the conduct of any related proceedings, negotiations or appeals.

Liability and Indemnities. 9.1 Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, NHS Bodies the following shall apply. The Host Practice . 9.2 Each Receiving NHS Body shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: be solely liable for any act or omission on the part of a Staff Member during or in connection with their time working at that Receiving NHS Body during a Vaccination Session; or any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. Secondment Period. 9.3 It is agreed and understood that Staff Members will at all times be carrying out NHS primary medical services on behalf and therefore the CNST and LTPS indemnity arrangements of the Host Practice and therefore Receiving NHS Body will have apply (subject to the benefit terms of the CNSGP indemnity arrangements those schemes) in respect of relevant liabilities covered the acts or omissions of a Staff Member received from an Employing NHS Body or alternatively that other specific indemnity arrangements to address COVID-19 work put in place by those arrangements. The Host Practice is required NHS Resolution (subject to ensure that it maintains appropriate and adequate insurance cover in respect the terms of all non-clinical liabilities that may arise in connection with the delivery such new scheme or arrangement) shall apply. 9.4 Where none of the Vaccination Programme or participation indemnity arrangements referred to in this paragraph 9.1 above apply each NHS Body indemnifies the other against any Vaccination Session by any Staff Membersand all claims, save for professional indemnity liabilities, which will be actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by the responsibility other arising out of the relevant Staff Member. or resulting from such act or omission. 9.5 The Participating NHS Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating NHS Body arising out of or resulting from the acts or omissions of the indemnifying Participating NHS Body in respect of its employment or engagement of a Staff Member including but not limited to: : 9.5.1 its breach of this MOU; Agreement; 9.5.2 in the case of a Sending Employing NHS Body, the employment/engagement or termination of employment/engagement of the Staff Member; or or 9.5.3 in the case of the Host Practicea Receiving NHS Body, any actions it undertakes its acts or omissions relating to a Staff Member during a Transfer Secondment Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

Liability and Indemnities. 10.1. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. 10.2. The Host Practice Receiving Body shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: : 10.2.1. any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or or 10.2.2. any act or omission by the Host Practice Receiving Body or its employees or agents during or in connection with a Vaccination Session. 10.3. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice Receiving Body within the framework of the governance arrangements set out in Schedule 7 of the Seasonal Influenza Collaboration Agreement and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice Receiving Body is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. 10.4. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: : 10.4.1. its breach of this MOU; ; 10.4.2. in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or or 10.4.3. in the case of the Host PracticeReceiving Body, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between ‌ 17.1 The Supplier acknowledges that if it enters the Participating BodiesSite, the following shall applyit does so at its own risk. The Host Practice shall accept responsibility Supplier must ensure that the Supplier Personnel are also aware that they enter the Site at their own risk. 17.2 The Supplier will be liable for, and shall at all times will indemnify the Sending Body WPH and Staff Members fully keep WPH indemnified from and against, and hold them harmless will release WPH from any claim in relation to, any liability and/or any loss or damage of any kind whatsoever arising directly or indirectly from, all civil liabilities : (a) any breach of any warranty or any of the other terms and in respect conditions of or consequent on any the Agreement by the Supplier; (b) the illness, injury, death, damage injury or costs suffered, sustained or incurred death of any of the Supplier Personnel arising out of or in connections with: connection with this Agreement; (c) any act loss or omission on the part of a Staff Member during damage arising out of, or in connection with a Vaccination Session; with, any personal injury, illness or death to any person or damage to any property or any other loss or damage of any kind whatsoever caused or contributed to by: (i) the Goods and the performance of any Services by the Supplier; and/or (ii) the entry onto, and the activities undertaken on and in, the Site by the Supplier and/or the Supplier Personnel. (d) any negligence or wilful act or omission by the Host Practice or its employees or agents during or Supplier and/or any of the Supplier Personnel in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf this Agreement; (e) any claim made against WPH by any of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements Supplier Personnel in respect of any relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect legislation concerning income tax, workers compensation, annual leave, long service leave, superannuation or any applicable award, determination or agreement of all non-clinical liabilities that may arise a competent industrial tribunal; (f) any penalty imposed for breach of an applicable law in connection with the delivery performance of the Vaccination Programme Services by the Supplier; (g) loss or participation damage to any plant, equipment, tools, appliances or other property owned, rented or hired by the Supplier and used in relation to this Agreement; and (h) any Vaccination Session by claim that the Goods, anything the Supplier does in supplying WPH with the Goods or providing WPH with any Staff MembersServices, save for professional indemnity liabilities, which will be the responsibility or WPH’s use of the relevant Staff Member. The Participating Bodies hereby indemnify Goods or the results of the Services infringes or allegedly infringes the intellectual property rights of any person; except to the extent that any liability, loss or damage is solely and directly caused by WPH’s judicially determined wilful misconduct or negligence or that of WPH’s employees, agents, contractors and sub-contractors (other than the Supplier). 17.3 Every exemption, limitation, defence, immunity or other benefit contained in this Agreement to which WPH is entitled will also be held by WPH to the benefit of, and will extend to protect, each other against any of WPH’s employees, agents, contractors and all claims, liabilities, actions, proceedings, costs sub- contractors (including legal feesexcluding the Supplier and the Supplier Personnel), losses, damages, fines, expenses . 17.4 Each indemnity in this Agreement is a continuing obligation separate and demands suffered or incurred by any other Participating Body arising out of or resulting independent from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach Supplier’s other obligations and survives termination of this MOU; in the case Agreement. 17.5 It is not necessary for WPH to incur expense or make payment before enforcing a right of a Sending Bodyindemnity conferred by this Agreement. 17.6 If WPH enters this Agreement as agent for and on behalf of joint venture partners, the employment/engagement or termination liability of employment/engagement each of the Staff Member; or in the case of the Host Practicethose joint venture partners under this Agreement is several and not joint, any actions it undertakes relating to a Staff Member during a Transfer Period nor joint and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdomseveral.

Liability and Indemnities. Save where alternative arrangements regarding liabilities (a) Each of the Transferor and indemnities are agreed the Master Servicer shall be liable in writing between accordance herewith only to the Participating Bodiesextent of the obligations specifically undertaken by the Transferor and the Master Servicer, as the case may be, under this Agreement. (b) The Transferor shall indemnify, defend and hold harmless the Issuer, the following shall apply. The Host Practice shall accept responsibility forEligible Lender Trustee and the Indenture Trustee and their officers, directors, employees and shall agents from and against any taxes that may at all times indemnify any time be asserted against any such Person with respect to the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred transactions contemplated herein (except (i) taxes arising out of fees paid to the Eligible Lender Trustee or in connections with: any act or omission the Indenture Trustee, (ii) arising out of the transfer of the Financed Student Loans to the Eligible Lender Trustee, (iii) taxes arising out of the issuance and sale of the Certificates and the Notes, (iv) taxes arising out of the ownership of the Financed Student Loans (including, without limitation, income taxes), and (v) taxes arising out of distributions on the part of a Staff Member during or Ceterficates and the Notes) and costs and expenses in connection with a Vaccination Session; or any act or omission by defending against the Host Practice or its same. (c) The Transferor shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, and the Noteholders and the officers, directors, employees or and agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice Issuer, the Eligible Lender Trustee and therefore will have the benefit Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) the Transferor's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the CNSGP indemnity arrangements in respect Transferor's or the Issuer's violation of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise Federal or state securities laws in connection with the delivery offering and sale of the Vaccination Programme or participation in Notes and the Certificates; provided, however, the Transferor shall not be liable for any Vaccination Session by any Staff Memberssuch costs, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees)expenses, losses, damagesclaims, fines, expenses damages and demands suffered or incurred by any other Participating Body arising liabilities imposed upon such Person to the extent that they arise out of or resulting result from the acts such Person's negligence, willful malfeasance or omissions bad faith or a breach of the indemnifying Participating Body representations and warranties of such Person in respect this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (d) The Transferor shall indemnify, defend and hold harmless the Eligible Lender Trustee and its employment officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or engagement of a Staff Member including but not limited to: its breach of this MOU; in relating to the case of a Sending BodyTrust Agreement, the employment/engagement or termination of employment/engagement of other Basic Documents, the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.Trust Estate,