Common use of Liability and Indemnities Clause in Contracts

Liability and Indemnities. 10.1 The Authorised User shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or Authorised Users of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect of all claims by the Authorised User against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 The Authorised User (a) Each of the Sellers, the Master Servicers and TMSI shall indemnify MedCo 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 liabilities, costs, expenses, losses, claims, damages and losses liabilities arising out of, or imposed upon such Person through, (including but not limited to any directi) such Seller's willful misfeasance, indirect bad faith or consequential 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 Sellers and TMSI shall be liable as primary obligors for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee and its officers, directors, employees and agents from and against, all costs, expenses, losses, loss of profitclaims, loss of reputation damages, obligations and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo liabilities arising out of or of, incurred in connection with: 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: (ai) 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 Authorised User Eligible Lender Trustee of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties contained set forth in Clause 4.4 and Clause 5;Section 7.3 of the Trust Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Sellers, which approval shall not be unreasonably withheld. (be) The Sellers shall pay any claim made against MedCo for actual and all taxes levied or alleged infringement of a third party's intellectual property rights arising out of assessed upon all or in connection with the use by MedCo or Authorised Users any part of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) the Provider Data shall be supplied by third parties;above). (bf) MedCo has no control whatsoever over Pursuant to Section 6.7 of the accuracyIndenture, completeness or usefulness (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 a specified purpose or otherwise) of that Provider Data; andall 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. (cg) MedCo does Each of the 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 costs, expenses, losses, claims, damages and 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 TMSI is rendered unable, in whole or part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, such Master Servicer and TMSI shall not make or include be deemed to have breached any representations, warranties or guarantees relating to and including but not limited such obligation upon delivery of written notice of such event to the accuracyother parties hereto, completeness for so long as such Master Servicer or suitability TMSI remains unable to perform such obligation as a result of such event. (h) Indemnification under this Section shall survive the resignation or removal of the Provider Data. 10.2.1 To Eligible Lender Trustee or the extent necessary 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 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 whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the fullest extent permitted by lawSellers, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect of all claims by the Authorised User against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months TMSI or the sum of £500Master Servicers, as the case may be without interest. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 The Authorised User shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or Authorised Users of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representationsnone of the General Partner, undertakingsthe Limited Partner, termsSTOKR or any of their respective Affiliates, warrantiesmembers, conditions partners, officers, employees and guarantees legal representatives of any of them, including persons formerly serving in such capacities (whether express each, an "Indemnified Party") will be liable to any Investor, Limited Partner or impliedthe Issuer for any costs, losses, claims, damages, liabilities, expenses (including reasonable legal and other professional fees and disbursements), judgments, fines or settlements (collectively, "Indemnified Losses") relating arising out of, related to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreementany act or omission of such Indemnified Party taken, or omitted to be taken, in connection with the Issuer and/or the Offering, except in the case any Indemnified Losses arising out of any act or omission directly attributable to fraud, gross negligence, wilful misconduct, bad faith, reckless disregard for its obligations and duties, being a "Material Misconduct". Any Indemnified Party may consult with counsels, accountants, lawyers, financial advisors, appraisers and other specialised, reputable, professional consultants in respect of affairs of the Issuer and the Offering and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such persons. To the fullest extent permitted by law, the Issuer will indemnify and hold harmless each Indemnified Party from and against any and all claims Indemnified Losses suffered or sustained by such Indemnified Party by reason of any act, omission or alleged act or omission arising out of, related to or in connection with the Authorised User against MedCoIssuer or the Offering, giving rise to or any and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative, which includes formal and informal inquiries in connection with the liability of MedCo whether for breach of contractIssuer's activity), negligence actual or other tort or breach of statutory duty threatened, in which an Indemnified Party may be involved, as a party or otherwise, shall not exceed arising out of, related to or in connection with such Indemnified Party's service to or on behalf of, or management of the greater of 100% of Charges paid affairs or assets of, the Issuer, or which relate to the Issuer (if any"Proceedings") during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement except for any loss Indemnified Losses that are directly attributable to Material Misconduct. The termination of profit a Proceeding by settlement, will not, of itself, create a presumption that such Indemnified Party's acts, omissions or for any indirect special alleged acts or consequential loss or damage omissions were directly attributable to Material Misconduct of any kind such Indemnified Party. Expenses (including without limitationlegal and other professional fees and disbursements) incurred in any Proceeding may, any loss or damage to profitwith the consent of the General Partner, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused be paid by the negligence Issuer in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it will ultimately be determined that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cansuch Indemnified Party is not entitled to be excluded indemnified by law; or any claim for payment under an indemnity contained in this User Agreementthe Issuer as authorised hereunder.

Liability and Indemnities. 10.1 (a) The Authorised User Administrator shall indemnify MedCo 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 any of its directors, officers, employees or agents may rely in good faith on the advice 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 Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to administer the Financed Student Loans and the Trust in accordance with this Agreement and the Administration Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the 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 and all liabilitiesIndemnifiable Expenses arising out of, costsor imposed upon such Person through, expensesthe Administrator's willful misfeasance, damages bad faith or negligence in the performance of its duties under this Agreement or the Administration Agreement, or by reason of reckless disregard of its obligations and losses duties under this Agreement or the Administration 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 Administrator is established by a 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 part, by a force outside the control of the Administrator (including but 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 limited be deemed to have breached any directsuch 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 theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential lossesdamages, loss each of profitwhich 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, loss the Delaware Trustee or the Indenture Trustee and the termination of reputation this Agreement or the Indenture or the Trust Agreement, as applicable, and all 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, penalties 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 indemnifying party of the commencement thereof, the indemnifying party will be 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 costs (calculated 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 a full indemnity basis) and all behalf of the 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 not be liable to such indemnified party under this Section 7.2 for any legal or other professional costs and expenses) suffered or expenses subsequently incurred by MedCo arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or such indemnified party in connection with the use by MedCo or Authorised Users defense thereof other than reasonable costs of investigation. In no event shall the Search Data indemnifying party be liable for fees and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (expenses for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes more than one counsel separate from their own counsel for all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or indemnified parties in connection with this User Agreementany one action or related actions in the same jurisdiction arising out of the same general allegations or 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 claims by liability arising out of such claim, action, suit or proceeding. The indemnified party may not, without the Authorised User against MedCoprior written consent of the indemnifying party, giving rise settle, compromise or consent to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage entry of any kind (including without limitationjudgment with respect to any pending or threatened claim, any loss action, suit or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseproceeding in which indemnification may be sought hereunder. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 (a) Each of the Seller, the Master Servicer and TMSI shall 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 Authorised User Seller and TMSI shall indemnify MedCo 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 liabilities, costs, expenses, losses, claims, damages and losses liabilities arising out of, or imposed upon such Person through, (including but not limited to any directi) the Seller's willful misfeasance, indirect bad faith or consequential 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 indemnify, defend and hold harmless the Eligible Lender Trustee and its officers, directors, employees and agents from and against, all costs, expenses, losses, loss of profitclaims, loss of reputation damages, obligations and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo liabilities arising out of or of, incurred in connection with: 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: (ai) 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 Authorised User Eligible Lender Trustee of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by the Eligible Lender Trustee of any of its representations or warranties contained set forth in Clause 4.4 and Clause 5;Section 7.3 of the Trust Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld. (be) The Seller shall pay any claim made against MedCo for actual and all taxes levied or alleged infringement of a third party's intellectual property rights arising out of assessed upon all or in connection with the use by MedCo or Authorised Users any part of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: Trust Estate (other than those taxes expressly excluded from the Seller's responsibilities pursuant to the parentheticals in paragraph (a) the Provider Data shall be supplied by third parties;above). (bf) MedCo has no control whatsoever over Pursuant to Section 6.7 of the accuracyIndenture, completeness or usefulness (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 a specified purpose or otherwise) of that Provider Data; andall 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. (cg) MedCo does 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 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, 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 TMSI is rendered unable, in whole or part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer and TMSI shall not make or include be deemed to have breached any representations, warranties or guarantees relating to and including but not limited such obligation upon delivery of written notice of such event to the accuracyother parties hereto, completeness for so long as the Master Servicer or suitability TMSI remains unable to perform such obligation as a result of such event. (h) Indemnification under this Section shall survive the resignation or removal of the Provider Data. 10.2.1 To Eligible Lender Trustee or the extent necessary 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 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 whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the fullest extent permitted by lawSeller, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect of all claims by the Authorised User against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months TMSI or the sum of £500Master Servicer, as the case may be without interest. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 The Authorised User shall ‌ 21.1 To the maximum extent permitted by law, the Supplier is liable for and must indemnify MedCo and hold harmless the Principal, the Principal’s Personnel, each Group Member and each of their Personnel (Indemnified Parties) from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection withLiabilities: (a) relating to any breach by the Authorised User loss of the warranties contained in Clause 4.4 and Clause 5use of, destruction or damage to any property of any kind whatsoever, including that of any third party; (b) arising out of any claim made Claims by any person against MedCo for actual any of the Indemnified Parties relating to: (i) any illness, injury, occupational disease or death of any person; or (ii) any infringement or alleged infringement of a the Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's intellectual property rights arising Personnel with, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with the use by MedCo any negligent or Authorised Users unlawful act or omission of the Search Data and Provider DataSupplier or the Supplier's Personnel or breach of this Agreement by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 10.2 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The Authorised User hereby acknowledges and agrees thatlimitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier: (a) the Provider Data shall be supplied by third partiesfor any liability relating to any illness, injury, occupational disease or death of any person; (b) MedCo has no control whatsoever over if the accuracy, completeness or usefulness (for Liability arises from the infringement of the Intellectual Property Rights of a specified purpose or otherwise) of that Provider Data; andthird party; (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect of all claims a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Authorised User against MedCo, giving rise Principal as a result of a breach of applicable work health and safety requirements or environmental requirements under law by the Supplier or any of the Supplier's Personnel; or (e) to the extent that the loss or liability is recoverable under a policy of MedCo whether insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for breach the Supplier's failure to comply with its insurance obligations, the terms of contractthe policy of insurance or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligation, negligence separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity benefit contained in this User AgreementAgreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.

Liability and Indemnities. 10.1 14.1 If the Vendor enters LFL’s premises, the Vendor does so at the Vendor’s own risk. The Authorised User shall indemnify MedCo Vendor must ensure that its employees and authorised sub-contractors are also aware that they enter LFL’s premises at their own risk. 14.2 The Vendor hereby indemnifies and must keep indemnified on demand LFL and each of its Affiliates from and against all liabilitiesany Loss, costs, expenses, damages and losses (including but not limited to any direct, indirect arising directly or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on indirectly as a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out result of or in connection with: (a) a breach of the Agreement (including without limitation any breach warranty) by the Authorised User of the warranties contained in Clause 4.4 and Clause 5Vendor; (b) any claim made against MedCo for actual of product liability in any way relating to the Services performed and/or Products delivered under the Agreement (c) any personal injury (including illness or alleged infringement death of a third party's intellectual any person) or damage to any property rights arising out of caused or contributed to by the Vendor or its employees, agents or contractors; (d) any act or omission committed by the Vendor, its employees, agents, contractors or sub-contractors in connection with the use Agreement; (e) any claim made against LFL by MedCo or Authorised Users any of the Search Data and Provider Data.Vendor’s employees, agents, contractors and/or sub-contractors in respect of any relevant legislation concerning income tax, workers compensation, annual leave, long service leave, superannuation or any applicable award, determination or agreement of a competent industrial or employment tribunal; 10.2 The Authorised User hereby acknowledges and agrees that(f) breach by the Vendor of an applicable law in connection with the performance of the Services and/or supply of the Products, including any Privacy Law; (g) loss or damage to any plant, equipment, tools, appliances or other property owned, rented or hired by LFL; (h) any claim, action or suit by a third party against LFL alleging that the Services and/or Products or the results of the Services and/or Products infringes the Intellectual Property Rights of that third party; (i) any infringement of the LFL Materials or of any other Intellectual Property Rights of LFL or any third party by: (ai) the Provider Data shall be supplied by third parties;Vendor, its employees, agents, contractors or sub-contractors; or (bii) MedCo has no control whatsoever over by any third party, which infringement is occasioned by the accuracy, completeness negligence or usefulness (for a specified purpose or otherwise) at the direction of that Provider Datathe Vendor; and (cj) MedCo does not make any breach by the Vendor (or include any representationsits employees, warranties agents, contractors or guarantees relating to and including but not limited sub-contractors) of clauses 15 or 16, except to the accuracyextent that any liability, completeness loss or suitability damage is solely and directly caused by the gross negligence of LFL. 14.3 Each indemnity in the Agreement is a continuing obligation separate and independent from the Vendor’s other obligations and survives termination of the Provider DataAgreement. 10.2.1 14.4 It is not necessary for LFL to incur an expense or make a payment before enforcing a right of indemnity conferred by the Agreement. 14.5 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representationsLFL will not be liable in any circumstances for any indirect, undertakingseconomic, termsspecial or consequential loss or damage, warrantiesor in any event for any loss of revenue, conditions and guarantees (whether express loss of production or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereofloss of profit. 10.3 14.6 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, Vendor acknowledges and agrees that in respect of all claims by relating to or arising from the Authorised User against MedCoAgreement, giving rise to the liability of MedCo Services and/or Products (whether for breach of arising under contract, negligence or other tort or breach of statutory duty or otherwise), shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of LFL's maximum aggregate liability under an indemnity, which shall be unlimited, neither Party shall be liable the total amount of Fees payable by LFL under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 (a) The Authorised User Administrator shall indemnify MedCo 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 any of its directors, officers, employees or agents may rely in good faith on the advice 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 Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to administer the Financed Student Loans and the Trust in accordance with this Agreement and the Administration Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the 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 and all liabilities, costs, expenses, losses, claims, damages and losses 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 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 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 52 58 the Administrator is established by a 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 part, by a force outside the control of the Administrator (including but 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 limited be deemed to have breached any directsuch 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 theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential lossesdamages, loss each of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred which is hereby excluded by MedCo arising out of or in connection with: (a) any breach by the Authorised User agreement of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual parties regardless of whether or alleged infringement of a third party's intellectual property rights arising out of or in connection with not the use by MedCo or Authorised Users Administrator has been advised of the Search Data and Provider Datapossibility of such damages. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make 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 Administrator shall have made any representationsindemnity 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, warranties or guarantees relating to and including but not limited such Person shall promptly repay such amounts to the accuracy, completeness or suitability Administrator without interest. (d) Promptly after receipt by an indemnified party under this Section 7.2 of notice of the Provider Datacommencement 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. 10.2.1 To , except to the extent necessary and to the fullest extent permitted indemnifying party is materially prejudiced by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect of all claims by the Authorised User such failure. In case any such action is brought against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 (a) Each of the Transferor and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor and the Master Servicer, as the case may be, under this Agreement. (b) The Authorised User Transferor shall indemnify MedCo 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 (i) taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee, (ii) taxes 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 defending 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 liabilitiesIndemnifiable Expenses arising out of, costsor imposed upon such Person through, expenses(i) the Transferor's willful misfeasance, damages bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and losses duties under this Agreement and (including but 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 limited 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. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any directtheory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential lossesdamages, loss each of profitwhich 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, loss defend and hold harmless the Eligible Lender Trustee, the Delaware Trustee and the officers, directors, employees and agents of reputation the Eligible Lender Trustee and the Delaware Trustee from and against, Indemnifiable Expenses 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 such Person hereunder and under the Trust Agreement, except to the extent that such Indemnifiable Expenses: (i) shall be due to the willful misfeasance, bad faith or negligence of such Person, (ii) shall arise from any breach by such Person of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by such Person 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 interesttaxes 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, penalties 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 Indemnifiable Expenses, 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 costs 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. (calculated on a full indemnity basisg) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee from and against any and all other professional costs and expenses) suffered Indemnifiable Expenses arising out of, or incurred 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 MedCo arising a 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 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 connection with:this Agreement. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force 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. (ah) any breach by Indemnification under this Section shall survive the Authorised User resignation or removal of the warranties contained in Clause 4.4 Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee and Clause 5;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. (bi) 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 MedCo the indemnifying party under this Section 6.3, 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 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 indemnifying party of the commencement thereof, the indemnifying party will be 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 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 not be liable to such indemnified party under this Section 6.3 for actual any legal or alleged infringement of a third party's intellectual property rights arising out of or other expenses subsequently incurred by such indemnified party in connection with the use by MedCo or Authorised Users defense thereof other than reasonable costs of investigation. In no event shall the Search Data indemnifying party be liable for fees and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (expenses for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes more than one counsel separate from their own counsel for all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or indemnified parties in connection with this User Agreementany one action or related actions in the same jurisdiction arising out of the same general allegations or 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 claims by liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the Authorised User against MedCoprior written consent of the indemnifying party, giving rise settle, compromise or consent to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage entry of any kind (including without limitationjudgment with respect to any pending or threatened claim, any loss action, suit or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseproceeding in which indemnification may be sought hereunder. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 ‌ 17.1 The Authorised User shall Supplier acknowledges that if it enters the Site, it does so at its own risk. The 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 will indemnify MedCo against all liabilitiesWPH and keep WPH indemnified from and against, costsand will release WPH from any claim in relation to, expenses, damages and losses (including but not limited to any direct, indirect liability and/or any loss or consequential losses, loss damage of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered any kind whatsoever arising directly or incurred by MedCo arising out of or in connection withindirectly from: (a) any breach of any warranty or any of the other terms and conditions of the Agreement by the Authorised User of the warranties contained in Clause 4.4 and Clause 5Supplier; (b) the illness, injury or death of any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights the Supplier Personnel arising out of or in connection with the use by MedCo or Authorised Users of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third partiesthis Agreement; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make any loss or include any representationsdamage arising out of, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreementwith, in respect of all claims by the Authorised User against MedCoany personal injury, giving rise illness or death to the liability of MedCo whether for breach of contract, negligence any person or damage to any property or any other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind whatsoever caused or contributed to by: (including without limitationi) 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 Supplier and/or any of the Supplier Personnel in connection with this Agreement; (e) any claim made against WPH by any of the Supplier Personnel in respect of any relevant legislation concerning income tax, workers compensation, annual leave, long service leave, superannuation or any applicable award, determination or agreement of a competent industrial tribunal; (f) any penalty imposed for breach of an applicable law in connection with the performance of the Services by the Supplier; (g) loss or damage to profitany plant, revenueequipment, contractstools, anticipated savingsappliances or other property owned, goodwill rented or business opportunities whether direct hired by the Supplier and used in relation to this Agreement; and (h) any claim that the Goods, anything the Supplier does in supplying WPH with the Goods or indirect) howsoever arising providing WPH with any Services, or WPH’s use of the 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 whether directly caused by negligenceWPH’s judicially determined wilful misconduct or negligence or that of WPH’s employees, breach of contract or otherwiseagents, contractors and sub-contractors (other than the Supplier). 10.5 Nothing 17.3 Every exemption, limitation, defence, immunity or other benefit contained in this User Agreement shall limit to which WPH is entitled will also be held by WPH to the benefit of, and will extend to protect, each of WPH’s employees, agents, contractors and sub- contractors (excluding the Supplier and the Supplier Personnel). 17.4 Each indemnity in this Agreement is a continuing obligation separate and independent from the Supplier’s other obligations and survives termination of this Agreement. 17.5 It is not necessary for WPH to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement. 17.6 If WPH enters this Agreement as agent for and on behalf of joint venture partners, the liability of any Party for death or personal injury caused by the negligence each of that Partythose joint venture partners under this Agreement is several and not joint, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreementnor joint and several.

Liability and Indemnities. 10.1 (a) The Authorised User shall Contractor is liable for and must indemnify MedCo and hold harmless the Principal, the Principal's Associates and its and their officers, employees, agents, contractors or invitees on or about the Site (Indemnified Parties) from and against any loss, cost, expense, claim or liability whether arising under any statute or at common law in respect of: (1) the negligence or any act or omission of, or misconduct by the Contractor or Contractor's Personnel; (2) personal injury, illness, disability or death of any and all liabilities, costs, expenses, damages and losses persons whomsoever; (including but not limited 3) loss or destruction of or damage to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interestproperty real and personal; (4) any Claims brought against the Indemnified Parties by a third party; and (5) any breach of third party Intellectual Property, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out course of or in connection with the use by MedCo performance or Authorised Users non- performance of the Search Data and Provider DataGoods and/or Services or other obligations under this Agreement by, or the presence on or about the Site of, the Contractor or the Contractor's Personnel, provided that the Contractor is not liable under this indemnity to the extent that such loss, cost, expense, claim or liability arises from any negligent act or omission of the Indemnified Parties or breach of this Agreement by the Principal. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over Notwithstanding anything in the accuracyAgreement to the contrary but subject to clause 21(c), completeness or usefulness (neither Party will be liable to the other for a specified purpose or otherwise) of that Provider Data; andany Excluded Loss. (c) MedCo The exclusion of liability in clause 21(b) does not make or include any representations, warranties or guarantees relating apply in relation to and including but not limited to the accuracy, completeness or suitability liability of the Provider Data.Contractor: 10.2.1 To (1) in respect of the extent necessary and to injury or death of any person; (2) in respect of any Third Party Claims; (3) in respect of any Employee Claims; (4) for any act or omission of fraud, dishonesty, wilful misconduct or misrepresentation of the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees Contractor and/or any of its Personnel; (whether express or implied5) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability any penalty imposed for breach of MedCo, under or Legislation in connection with this User Agreement, in respect the supply of all claims the Goods and/or Services by the Authorised User against MedCo, giving rise to the liability of MedCo whether Contractor; (6) for breach of contractclause 22, negligence 23 or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid 24; or (if any7) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss arising from an occurrence which should be covered by a policy of profit or for any indirect special or consequential loss or damage insurance in the name of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by Contractor required under the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 (a) Each of the Transferor and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor and the Master Servicer, as the case may be, under this Agreement. (b) The Authorised User Transferor shall indemnify MedCo 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 (i) taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee, (ii) taxes 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 defending 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 liabilitiesIndemnifiable Expenses arising out of, costsor imposed upon such Person through, expenses(i) the Transferor's willful misfeasance, damages bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and losses duties under this Agreement and (including but 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 limited 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. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any directtheory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential lossesdamages, loss each of profitwhich 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, loss defend and hold harmless the Eligible Lender Trustee, the Delaware Trustee and the officers, directors, employees and agents of reputation the Eligible Lender Trustee and the Delaware Trustee from and against, Indemnifiable Expenses 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 such Person hereunder and under the Trust Agreement, except to the extent that such Indemnifiable Expenses: (i) shall be due to the willful misfeasance, bad faith or negligence of such Person, (ii) shall arise from any breach by such Person of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by such Person 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 interesttaxes 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, penalties 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 Indemnifiable Expenses, 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 costs 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. (calculated on a full indemnity basisg) The Master Servicer shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee from and against any and all other professional costs and expenses) suffered Indemnifiable Expenses arising out of, or incurred 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 MedCo arising a 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 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 connection with:this Agreement. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force 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. (ah) any breach by Indemnification under this Section shall survive the Authorised User resignation or removal of the warranties contained in Clause 4.4 Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee and Clause 5;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. (bi) 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 MedCo the indemnifying party under this Section 6.3, 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 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 indemnifying party of the commencement thereof, the indemnifying party will be 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 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 not be liable to such indemnified party under this Section 6.3 for actual any legal or alleged infringement of a third party's intellectual property rights arising out of or other expenses subsequently incurred by such indemnified party in connection with the use by MedCo or Authorised Users defense thereof other than reasonable costs of investigation. In no event shall the Search Data indemnifying party be liable for fees and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (expenses for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes more than one counsel separate from their own counsel for all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or indemnified parties in connection with this User Agreementany one action or related actions in the same jurisdiction arising out of the same general allegations or 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 claims by liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the Authorised User against MedCoprior written consent of the indemnifying party, giving rise settle, compromise or consent to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage entry of any kind (including without limitationjudgment with respect to any pending or threatened claim, any loss action, suit or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseproceeding in which indemnification may be sought hereunder. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 The Authorised User 10.1. COMPANY shall indemnify MedCo indemnify, defend and hold harmless BAXTER and its Affiliates, and any of their respective directors, officers, employees, subcontractors and agents (collectively the "INDEMNIFIED PARTIES") from and against any and all liabilities, costsobligations, expensespenalties, damages claims, judgments, demands, actions, disbursements of any kind and losses (including but not limited to any directnature, indirect or consequential suits, losses, loss of profitdamages, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expensesexpenses (including, without limitation, reasonable attorney's fees) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with a) any property damage or personal injury (including without limitation death) of third parties (collectively "CLAIMS") arising out of or in connection with COMPANY's negligence or willful misconduct or COMPANY's breach of this Agreement except to the use by MedCo or Authorised Users extent any of the Search Data and Provider Dataforegoing is caused solely by the negligence or willful misconduct of BAXTER or solely by the breach by BAXTER of its obligations under this Agreement; or b) any claim that the Materials or use of the Materials in carrying out the Feasibility Study violates the patent, trademark, copyright or other proprietary rights of any third party. 10.2 The Authorised User hereby acknowledges 10.2. BAXTER shall indemnify, defend and agrees that: (hold harmless COMPANY and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents from and against any and all a) the Provider Data shall be supplied by third parties; (Claims resulting solely from XXXXXX'x negligence or willful misconduct or solely from XXXXXX'x breach of its obligations under this Agreement; or b) MedCo has claims that XXXXXX'x patented and/or proprietary Formulation Technologies or use of XXXXXX'x patented and/or proprietary Formulation Technologies in carrying out the Feasibility Study violates the patent, trademark, copyright or other proprietary rights of any third party. 10.3. As a condition to a Party's right to receive indemnification under Article 10.1 or 10.2, a Party shall (i) promptly notify the other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (ii) cooperate with the indemnifying Party in the defense of such claim or suit, and (iii) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel. In no control whatsoever over event, however, may the accuracyindemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party without the prior written consent of the indemnified Party. The indemnifying Party shall have no liability under this Article 10 with respect to claims or suits settled or compromised without its prior written consent. 10.4. Except as provided in Article 10.1 or 10.2, completeness in no event shall either Party be liable to the other Party for lost profits, loss of use, loss of business, business interruption, loss of data, cost of cover or usefulness any indirect, special, consequential or incidental damages of any nature whatsoever, however caused and under any theory of liability whether based in contract, warranty, tort (for a specified purpose including without limitation, negligence), strict liability, statutory or otherwise) , arising out of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect agreement even if the other party has been advised of all claims by the Authorised User against MedCo, giving rise to the liability possibility of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500such damages. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 The Authorised User shall indemnify MedCo against all ‌ 14.1. We will not be liable to you for any actions, claims, demands, liabilities, proceedings, costs, fees, charges, losses, expenses, settlements, taxes, duties, levies, damages and losses liabilities of every description (including but not limited to any directwithout limitation legal fees, indirect or consequential lossesaccountant’s fees, loss of profit, loss of reputation and all interest, penalties fines and legal costs penalties) whether actual or future (calculated on a full indemnity basis) and all other professional costs and expenses) suffered Loss), which may be sustained or incurred by MedCo or asserted against you in connection with these Agreement unless such Loss has been proved to directly arise from our gross negligence, willful misconduct or fraud. In no event shall we be liable for any indirect, consequential or special loss, howsoever arising. 14.2. We shall be released from liability pursuant to this clause 12 to the extent that your Loss is incurred as a result of gross negligence, willful misconduct or fraud on your own behalf or, where relevant, on behalf of any of your employees, officers, agents or other authorised persons. Except as otherwise expressly stated herein, we shall not be responsible for Loss resulting from an act or omission of any third party, whether or not appointed by us, which is beyond our control and shall not be obliged to request such third party to comply with its obligations but undertake to provide reasonable assistance to you in doing so. 14.3. You as principal obligor and as a separate and independent obligation and liability from your obligations and liabilities hereunder, undertake to indemnify us, any of our affiliates and each of their directors, officers, employees, financiers, auditors, partners, agents or advisers (Indemnified Party) within three (3) Business Days of demand against any and all Loss, which may be sustained or incurred by or asserted against any Indemnified Party arising out of or of, in connection with, or as a result of: (ai) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5representations hereunder; (bii) the occurrence of an Event of Default; (iii) investigating any event which an Indemnified Party reasonably believes is an Event of Default; (iv) acting or relying on any notice, request, information or instruction which an Indemnified Party reasonably believes to be genuine, correct and appropriately authorised by you; (v) performance of our obligations or exercise of our rights under this Agreement; (vi) the provision by us of, or use by you of, the Services agreed to be provided by us to you under this Agreement; (vii) any claim made against MedCo for actual regulatory or alleged infringement of a third party's intellectual property rights arising investigative inquiries or information subpoenas which arise out of or in connection with the use activities contemplated by MedCo or Authorised Users of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third partiesthis Agreement; (bviii) MedCo has no control whatsoever over the accuracyaccess to, completeness or usefulness (for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability use by you of the Provider Data. 10.2.1 To dedicated electronic systems through which we provide the extent necessary and Services or the data distributed by us to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, you under or in connection with this User Agreement, in respect which all intellectual property rights are property of all ours or our licensor(s); (ix) the entry into and performance of any agreements with third parties pursuant to these Agreement; (x) any action taken by a third party to gain control of cash or Financial Instruments governed by this Agreement; (xi) any obligation or liability being or becoming unenforceable, invalid or illegal or not being recoverable for any other reason whatsoever; (xii) the exercise or purported exercise of any of the rights, powers, authorities or discretions vested in an Indemnified Party under this Agreement or by law; (xiii) taking, holding, protecting, perfecting, preserving or enforcing (or attempting to do so) the indemnity, guarantee, security or any other right or interest constituted by these Agreement or defending successfully against any claims by the Authorised User against MedCo, giving rise to the liability of MedCo whether for breach of contractfraud, negligence or other wilful default; (xiv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or breach any other theory and regardless of statutory duty whether any Indemnified Party is a party thereto; or (xv) receiving or recovering any amount in respect of any of your obligations in a currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, shall not exceed save where such Loss is incurred as a result of the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by gross negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter willful default on behalf of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreementthe relevant Indemnified Party.

Liability and Indemnities. 10.1 (a) Each of the Transferor and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor and the Master Servicer, as the case may be, under this Agreement. (b) The Authorised User Transferor shall indemnify MedCo 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 (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 defending 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 liabilities, costs, expenses, losses, claims, damages and losses liabilities arising out of, or imposed upon such Person through, (including but 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 limited 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 directtheory 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, loss of profitclaims, loss of reputation damages, obligations and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo liabilities arising out of or of, incurred in connection with: 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: (ai) shall be due to the willful misfeasance, bad faith or negligence of the Eligible Lender Trustee, (ii) shall arise from any breach by the Authorised User Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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 Clause 4.4 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 Clause 5; 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 claim made 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 MedCo 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 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 actual or alleged infringement of a third party's intellectual property rights arising 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 part, by a force 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; 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 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 indemnifying party of the commencement thereof, the indemnifying party will be 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 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 not be liable to such indemnified party under this Section 6.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the use by MedCo or Authorised Users defense thereof other than reasonable costs of investigation. In no event shall the Search Data indemnifying party be liable for fees and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (expenses for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes more than one counsel separate from their own counsel for all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or indemnified parties in connection with this User Agreementany one action or related actions in the same jurisdiction arising out of the same general allegations or 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 claims by liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the Authorised User against MedCoprior written consent of the indemnifying party, giving rise settle, compromise or consent to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage entry of any kind (including without limitationjudgment with respect to any pending or threatened claim, any loss action, suit or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseproceeding in which indemnification may be sought hereunder. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 (a) The Authorised User shall indemnify MedCo Settlement Agent agrees to indemnify, defend and hold harmless Merchant Warrior from and against any and all Chargebacks, liabilities, penalties, damages, costs, expensesjudgments, damages settlements, legal fees and losses (including but not limited to any directdisbursements, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered expenses paid or incurred by MedCo arising out of or in connection withwith the Services as a result of: (ai) breach of this Agreement by the Client; (ii) any breach negligent, fraudulent or unlawful act or omission, by the Authorised User Settlement Agent, its partners, subsidiaries or clients using or employing the Services. (iii) any material or information issued from the Settlement Agent using the Services, and the Client acknowledges that 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 warranties contained in Clause 4.4 and Clause 5;Settlement Agent. (b) The Settlement Agent hereby indemnifies Merchant Warrior and shall keep Merchant Warrior indemnified from and against all claims, tort, liability and expense on account of any claim made against MedCo for actual injury or alleged infringement of a third party's intellectual property rights damage suffered by Merchant Warrior arising out of or in connection with from the use by MedCo or Authorised Users conduct of the Search Data and Provider DataSettlement Agent or its clients as a result of the provision of the Services under this Agreement. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make This clause 8 constitutes a continuing indemnity and is in addition to any other rights Merchant Warrior may have, and 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 include warranty implied into this Agreement by any representationsStatutory Provisions is limited, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest maximum extent permitted by law, MedCo to either of the following, as determined by Merchant Warrior in absolute and sole discretion: (i) 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), for the Services ordered, or offering credit where payment has not been made. (e) The Settlement Agent, having acknowledged that not all components of the service may be provided by Merchant Warrior, hereby excludes indemnifies Merchant Warrior and shall keep Merchant Warrior indemnified from and against all representationsclaims, undertakingstort, terms, warranties, liability and expense on account of any injury or damage suffered by the Settlement Agent or their client as a result of the provision of the Services by another party under this Agreement. (f) All conditions and guarantees (whether express warranties expressed or implied) relating implied by the Statutory Provisions, law, trade, custom or usage, are expressly excluded to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect of all claims by the Authorised User against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded extent permitted by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 The Authorised User Each Party shall promptly notify the other, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively "Actions"), asserted or threatened against such Party (the "Aggrieved Party") for which such Party is entitled to indemnification hereunder from the other Party. With respect to any such Action, the other Party shall reasonably cooperate with and provide reasonable assistance to the Aggrieved Party as the Aggrieved Party may reasonably request. Such reasonable assistance may include, without limitation, providing copies of all relevant correspondence and other materials that the Aggrieved Party may reasonably request; provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 6 hereof. 10.2 Xanodyne hereby agrees to defend, indemnify MedCo and hold harmless Manufacturer and each of its Affiliates and their respective officers, director and employees from and against all any liabilities, claims, costs, expenses, damages and losses expenses (including but not limited to any direct, indirect or consequential lossesreasonable legal fees), loss or damage (each a "Liability") to the extent arising from (i) the, marketing, distribution, sale or use of profitProduct, loss or (ii) Xanodyne's material breach of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or Authorised Users of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any its representations, warranties or guarantees relating to and including but not limited covenants under this Agreement or the Quality Agreement, (iii) any proceedings instituted by or on behalf of a Third Party based upon a claim that the manufacture, use or sales of the Products infringes a Third Parry's Intellectual Property Rights, except, in each case, to the accuracy, completeness or suitability extent that such Liability arises as a result of the Provider Data. 10.2.1 To breach of this Agreement or the Quality Agreement by Manufacturer, except in each case, to the extent necessary that such liability arises as a result of the negligence or wilful misconduct of Manufacturer, its Affiliates or their respective employees, agents, or contractors.. 10.3 Manufacturer hereby agrees to defend, indemnify and hold harmless Xanodyne and each of its Affiliates and their respective officers, directors, and employees from and against any Liabilities to the fullest extent permitted by law, MedCo hereby excludes all arising from (i) Manufacturer's breach of its representations, undertakings, terms, warranties, conditions and guarantees warranties or covenants under this Agreement or the Quality Agreement or (whether express or impliedii) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect of all claims by the Authorised User against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort wilful misconduct of Manufacturer, its affiliates or breach of statutory duty their respective employees, agents, or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500contractors. 10.4 With No indemnity may be claimed by or given to the exception Party seeking to rely on such indemnity: 10.4.1 unless the Party claiming indemnity shall have notified the other Party of liability under an indemnitythe relevant potential Liability upon becoming aware of such potential Liability except to the extent the failure to provide such notice does not prejudice the indemnifying Party's ability to defend or contest any suit or claim relating to such potential Liability, 10.4.2 where the Party seeking indemnification has made any offer or any settlement without the prior written consent of the indemnifying Party, which consent shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; unreasonably withheld or any claim for payment under an indemnity contained in this User Agreement.delayed, and

Liability and Indemnities. 10.1 (a) Each of the Transferor and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor and the Master Servicer, as the case may be, under this Agreement. (b) The Authorised User Transferor shall indemnify MedCo 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 (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 Ceterficates and the Notes) and costs and expenses in defending 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 liabilities, costs, expenses, losses, claims, damages and losses liabilities arising out of, or imposed upon such Person through, (including but 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 limited 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 directtheory 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 costs, expenses, losses, loss of profitclaims, loss of reputation damages, obligations and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo liabilities arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or of, incurred in connection with the use by MedCo or Authorised Users of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (a) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Trust Agreement, in respect of all claims by the Authorised User against MedCoother Basic Documents, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.Trust Estate,

Liability and Indemnities. 10.1 The Authorised User 11.1 Each Party shall promptly notify the other, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively “Actions”), asserted or threatened against such Party (the “Aggrieved Party”) for which such Party is entitled to indemnification hereunder from the other Party. With respect to any such Action, the other Party shall reasonably cooperate with and provide such reasonable assistance to such Aggrieved Party as such Aggrieved Party may reasonably request. Such reasonable assistance may include, without limitation, providing copies of all relevant correspondence and other materials that the Aggrieved Party may reasonably request; provided, however, that any Confidential Information shall be treated in accordance with the provisions of Section 7 hereof. 11.2 Axxxxx hereby agrees to defend, indemnify MedCo and hold harmless NxStage and each of its Affiliates and their respective officers, directors and employees from and against all liabilitiesany Third Party liability, costsclaims, expensesloss, damages damage, costs and losses expenses (including but not limited reasonable legal fees) (each a “Liability”) to any directthe extent arising from (i) Axxxxx’ negligence or wilful misconduct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 and Clause 5; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or Authorised Users of the Search Data and Provider Data. 10.2 The Authorised User hereby acknowledges and agrees that: (aii) the Provider Data shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracyuse, completeness application, storage, marketing, distribution or usefulness (for a specified purpose or otherwise) sale of that Provider Data; and (c) MedCo does not make or include Product, except, in any representationscase, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability extent that such Liability arises as a result of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or in connection with this User Agreement, in respect of all claims by the Authorised User against MedCo, giving rise to the liability of MedCo whether for breach of contractNxStage’s wilful misconduct, negligence or other tort or material breach of statutory duty this Agreement. 11.3 NxStage hereby agrees to defend, indemnify and hold harmless Axxxxx and each of its Affiliates and their respective officers, directors, and employees from and against any Third Party Liability to the extent arising from (i) NxStage’s negligence or otherwisewilful misconduct, or (ii) NxStage’s failure to Manufacture Product meeting the Specifications, except, in any case, to the extent that such Liability arises as a result of Axxxxx’ wilful misconduct, negligence or material breach of this Agreement. 11.4 No indemnity may be claimed by or given to the Party seeking to rely on such indemnity: 11.4.1 unless the Party claiming indemnity shall have notified the other Party of the relevant potential Liability promptly upon becoming aware of such potential Liability except to the extent the failure to provide such notice does not prejudice the indemnifying Party’s ability to defend or contest any suit or claim relating to such potential Liability, 11.4.2 where the Party seeking indemnification has made any offer or any settlement without the prior written consent of the indemnifying Party, which consent shall not exceed be unreasonably withheld or delayed, and 11.4.3 unless the greater Party seeking indemnification has allowed the indemnifying Party to assume full control of 100% all proceedings in relation to any such potential Liability within [ * ] of Charges paid having been given notice of such proceedings; provided, that (if anyi) during the preceding 12 months Party seeking indemnification shall have the right to appoint independent counsel at its own cost to participate therein and (ii) no compromise or settlement may be effected by the sum indemnifying Party without the prior written consent of £500. 10.4 With the exception of liability under an indemnityother Party, which shall not be unlimited, neither unreasonably withheld or delayed. 11.5 The Party seeking indemnification shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage cooperate fully with the indemnifying Party and its legal representatives in the investigation and defense of any kind (including without limitation, any loss action or damage claim with respect to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwisewhich indemnification is sought hereunder. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.

Liability and Indemnities. 10.1 The Authorised User shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the Authorised User of the warranties contained in Clause 4.4 Transfer and Clause 5;termination costs (bi) Seller shall be responsible for, and shall not seek reimbursement from Purchasers or any claim made against MedCo other Recipient in respect of, any costs or expenses incurred or required to be incurred for actual the purpose of transferring, whether on a secondment or alleged infringement permanent basis, any Secondees to Purchasers and the other Recipients in accordance with this Agreement, including, without limitation, 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 third party's intellectual property rights 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 arising out of or in connection with such termination, provided that the use by MedCo Seller or Authorised Users relevant Subsidiary of the Search Data Seller notifies the applicable employee or contractor of, and Provider Datagives effect to (in a lawful and prudent manner), such termination within thirty (30) days of the receipt of such written notice from Purchaser or its Affiliate under this Section 4(a)(ii). 10.2 The Authorised User hereby acknowledges and agrees that: (aiii) the Provider Data Subject to Section 4(b), Purchasers shall be supplied by third parties; (b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (responsible for a specified purpose or otherwise) of that Provider Data; and (c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness or suitability of the Provider Data. 10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including but not limited to the accuracy, completeness or suitability thereof. 10.3 The maximum aggregate liability of MedCo, under or costs incurred in connection with this User Agreementthe 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 respect connection with the termination of all claims by the Authorised User against MedCo, giving rise employment of such Secondee which arise as a result of any terms agreed between the Seller or relevant Subsidiary of the Seller and such Secondee which exceed to the liability Secondee’s benefit the standard practice of MedCo whether for breach the Seller or relevant Subsidiary of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) during the preceding 12 months or the sum of £500Seller. 10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 10.5 Nothing in this User Agreement shall limit the liability of any Party for death or personal injury caused by the negligence of that Party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this User Agreement.