Common use of Liability and Indemnities Clause in Contracts

Liability and Indemnities. (a) Each of the Sellers, the Master Servicers and TMSI shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Sellers, the Master Servicers or TMSI, as the case may be, under this Agreement. (b) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee and the Indenture Trustee and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein (except any such income taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Seller's willful misfeasance, bad faith or negligence in the performance of their duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the Issuer's or the Eligible Lender Trustee's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates. (d) The 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, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. 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. (e) The Sellers shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 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. (g) 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 be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or 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 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 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 Sellers, TMSI or the Master Servicers, as the case may be without interest.

Liability and Indemnities. (a) Each of the Sellers, the Master Servicers and TMSI The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the SellersAdministrator 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 Master Servicers Administrator shall not be under any obligation to appear in, prosecute or TMSIdefend 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, as and that in its opinion may involve it in any expense or liability; provided, however, that the case Administrator may be, 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 AgreementAgreement and the Noteholders under the Indenture. (b) Each of the Sellers, individually, and TMSI The Administrator shall jointly and severally indemnify, defend and hold harmless the Issuerfrom its funds, 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 Delaware Trustee, the Indenture Trustee, the CertificateholdersMaster Servicer, the Noteholders and the Surety Provider Certificateholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee Trustee, the Noteholders and the Surety Provider Certificateholders from and against any and all costs, expenses, losses, claims, damages and liabilities Indemnifiable Expenses arising out of, or imposed upon such Person through, (i) such Sellerthe Administrator's willful misfeasance, bad faith or negligence in the performance of their its duties under this Agreement or the Administration 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, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Administration Agreement, where 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 final determination that any such cost, expense, loss, claim, damage, obligation liability or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. 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. (e) The Sellers shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 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. (g) 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 expense arose out of, or was imposed upon any such Person through, any such Master Servicer's negligence, willful misfeasance or TMSI's willful misfeasance, bad faith on the part of the Administrator is established by a court of law, by an arbitrator or negligence in by way of settlement agreed to by the performance of its duties under this AgreementAdministrator. Notwithstanding the foregoing, if a Master Servicer or TMSI the Administrator is rendered unable, in whole or in part, by a force outside the control of the parties hereto Administrator (including acts of God, acts of war, severe weather, communications failures or failures to receive electronic data or labor disputes or strikes, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, such Master Servicer and TMSI the Administrator shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or TMSI 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 damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Administrator has been advised of the possibility of such damages. (hc) Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Sellers, TMSI or the Master Servicers, as the case may be, 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 Sellers, TMSI or the Master Servicers, as the case may be Administrator without interest. (d) Promptly after receipt by an indemnified party under this Section 7.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7.2, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 7.2., except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies the 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 7.2 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In no event shall the indemnifying party be liable for fees and expenses for more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or 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 liability arising out of such claim, action, suit or proceeding. The indemnified party may not, without the prior written consent of the indemnifying party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in which indemnification may be sought hereunder.

Liability and Indemnities. (a) Each of the SellersSeller, the Master Servicers Servicer and TMSI shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the SellersSeller, the Master Servicers Servicer or TMSI, as the case may be, under this Agreement. (b) Each of the Sellers, individually, The Seller 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, The Seller and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such the Seller's willful misfeasance, bad faith or negligence in the performance of their its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such 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 Sellers 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, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. 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 SellersSeller, which approval shall not be unreasonably withheld. (e) The Sellers Seller shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' Seller's responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, and subject to the limitations therein, the Sellers Seller and TMSI 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. (g) Each of the The Master Servicers, individually, 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, such 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 a 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, such the Master Servicer and TMSI shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such the Master Servicer or 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 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 SellersSeller, TMSI or the Master ServicersServicer, 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 SellersSeller, TMSI or the Master ServicersServicer, as the case may be without interest.

Liability and Indemnities. (a) Each To the fullest extent permitted by law, none of the SellersGeneral Partner, the Master Servicers and TMSI shall be liable in accordance herewith only to the extent Limited Partner, STOKR or any of the obligations specifically undertaken by the Sellerstheir respective Affiliates, the Master Servicers or TMSImembers, as the case may bepartners, 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 legal representatives of any taxes that may at of them, including persons formerly serving in such capacities (each, an "Indemnified Party") will be liable to 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 Investor, Limited Partner or the Indenture Trustee), including Issuer for any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Seller's willful misfeasance, bad faith or negligence in the performance of their duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the Issuer's or the Eligible Lender Trustee's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates. (d) The 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, claims, damages, obligations liabilities, expenses (including reasonable legal and liabilities other professional fees and disbursements), judgments, fines or settlements (collectively, "Indemnified Losses") arising out of, incurred related to or in connection with any act or relating omission of such Indemnified Party taken, or omitted to be taken, in connection with the Trust AgreementIssuer 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 other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. In the event of any claim, action or proceeding for which indemnity Issuer 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. (e) The Sellers shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 all reasonable expenses, disbursements and advances, and indemnify, defend indemnify 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. (g) 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 each Indemnified Party from and against any and all costsIndemnified Losses suffered or sustained by such Indemnified Party by reason of any act, expenses, losses, claims, damages and liabilities omission or alleged act or omission arising out of, related to or imposed upon such Person throughin connection with the Issuer or the Offering, such Master Serviceror any and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative, which includes formal and informal inquiries in connection with the Issuer's activity), actual 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 unablethreatened, in whole or partwhich an Indemnified Party may be involved, 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 be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or TMSI remains unable to perform such obligation as a result of party or otherwise, arising out of, related to or in connection with such event. (h) Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee or the Indenture Trustee and the termination of this 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 Indemnified Party's service to or on behalf of, or management of whom the affairs or assets of, the Issuer, or which relate to the Issuer ("Proceedings") except for any Indemnified Losses that are directly attributable to Material Misconduct. The termination of a Proceeding by settlement, will not, of itself, create a presumption that such payments are made thereafter shall collect any Indemnified Party's acts, omissions or alleged acts or omissions were directly attributable to Material Misconduct of such amounts from othersIndemnified Party. Expenses (including legal and other professional fees and disbursements) incurred in any Proceeding may, with the consent of the General Partner, be paid by the Issuer in advance of the final disposition of such Person shall promptly Proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts amount if it will ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Sellers, TMSI or the Master Servicers, Issuer as the case may be without interestauthorised hereunder.

Liability and Indemnities. (a) Each The Settlement Agent agrees to indemnify, defend and hold harmless Merchant Warrior from and against any and all Chargebacks, liabilities, penalties, damages, costs, judgments, settlements, legal fees and disbursements, or expenses paid or incurred in connection with the Services as a result of: (i) breach of this Agreement by the Client; (ii) any negligent, fraudulent or unlawful act or omission, by the 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 SellersSettlement 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 injury or damage suffered by Merchant Warrior arising from the Master Servicers and TMSI shall be liable in accordance herewith only to the extent conduct of the obligations specifically undertaken by Settlement Agent or its clients as a result of the Sellers, provision of the Master Servicers or TMSI, as the case may be, Services under this Agreement. (bc) Each of the Sellers, individuallyThis clause 8 constitutes a continuing indemnity and is in addition to any other rights Merchant Warrior may have, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, Settlement Agent agrees to bear 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 burden of proof in respect to the transactions contemplated herein (except any such income taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Seller's willful misfeasance, bad faith or negligence alleged defect 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 CertificatesServices. (d) The Sellers and TMSI shall be liable as primary obligors forMerchant Warrior's maximum aggregate liability for a breach of a condition or warranty implied into this Agreement by any Statutory Provisions is limited, 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, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreementmaximum extent permitted by law, the other Basic Documents, the Trust Estate, the acceptance or performance to either of the trusts following, as determined by Merchant Warrior in absolute 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: sole discretion: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) The replacement of the Eligible Lender Trustee, Services or the resupply of equivalent Services; (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any Repair of the Basic DocumentsServices or payment of the cost of having the Services repaired; or or (iii) shall arise from Refunding the breach payment made by the Eligible Lender Trustee client, or part of any of its representations that payment (where appropriate), for the Services ordered, or warranties set forth in 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 offering credit where payment has not be unreasonably withheldbeen made. (e) The Sellers shall pay any and Settlement Agent, having acknowledged that not all taxes levied or assessed upon all or any part components of the Trust Estate (other than those taxes expressly excluded service may be provided by Merchant Warrior, hereby indemnifies Merchant Warrior and shall keep Merchant Warrior indemnified from and against all claims, tort, liability and expense on account of any injury or damage suffered by the Sellers' responsibilities pursuant to Settlement Agent or their client as a result of the parentheticals in paragraph (a) above)provision of the Services by another party under this Agreement. (f) Pursuant to Section 6.7 of All conditions and warranties expressed or implied by the IndentureStatutory Provisions, and subject law, trade, custom or usage, are expressly excluded to the limitations therein, the Sellers and TMSI 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 maximum extent and in the manner provided in the Indenturepermitted by law. (g) 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 be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or 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 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 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 Sellers, TMSI or the Master Servicers, as the case may be without interest.

Liability and Indemnities. 10.1 Each Party shall promptly notify the other, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (acollectively "Actions"), asserted or threatened against such Party (the "Aggrieved Party") Each of for which such Party is entitled to indemnification hereunder from the Sellersother Party. With respect to any such Action, the Master Servicers other Party shall reasonably cooperate with and TMSI 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 liable treated in accordance herewith only to with the extent provisions of the obligations specifically undertaken by the Sellers, the Master Servicers or TMSI, as the case may be, under this AgreementArticle 6 hereof. (b) Each of the Sellers10.2 Xanodyne hereby agrees to defend, individually, and TMSI shall jointly and severally indemnify, defend indemnify and hold harmless the Issuer, the Eligible Lender Trustee Manufacturer and the Indenture Trustee each of its Affiliates and their respective officers, directors, director and employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein (except any such income taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, lossesliabilities, claims, damages and liabilities costs, expenses (including reasonable legal fees), loss or damage (each a "Liability") to the extent arising out of, or imposed upon such Person through, from (i) such Seller's willful misfeasancethe, bad faith marketing, distribution, sale or negligence in the performance use of their duties under this AgreementProduct, or by reason of reckless disregard (ii) Xanodyne's material breach of its obligations and duties representations, warranties or covenants under this Agreement and (ii) such Seller's, the Issuer's or the Eligible Lender Trustee's violation Quality Agreement, (iii) any proceedings instituted by or on behalf of Federal a Third Party based upon a claim that the manufacture, use or state securities laws in connection with the offering and sale sales of the Notes and the Certificates. (d) The Sellers and TMSI shall be liable as primary obligors forProducts infringes a Third Parry's Intellectual Property Rights, and shall indemnifyexcept, defend and hold harmless the Eligible Lender Trustee and its officersin each case, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. 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. (e) The Sellers shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 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. (g) 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 be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or TMSI remains unable to perform such obligation Liability arises as a result of such event. (h) Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee or the Indenture Trustee and the termination breach of this Agreement or the Indenture Quality Agreement by Manufacturer, except in each case, to the extent 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 extent arising from (i) Manufacturer's breach of its representations, warranties or covenants under this Agreement or the Trust AgreementQuality Agreement or (ii) the negligence or wilful misconduct of Manufacturer, as applicableits affiliates or their respective employees, and shall include reasonable fees and expenses of counsel and expenses of litigation. If agents, or contractors. 10.4 No indemnity may be claimed by or given to the Sellers, TMSI or Party seeking to rely on such indemnity: 10.4.1 unless the Master Servicers, as the case may be, Party claiming indemnity shall have notified the other Party of the 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 indemnity payments pursuant to this Section and offer or any settlement without the Person to prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld or on behalf of whom such payments are made thereafter shall collect any of such amounts from othersdelayed, such Person shall promptly repay such amounts to the Sellers, TMSI or the Master Servicers, as the case may be without interest.and

Liability and Indemnities. (a) Each of the Sellers, Transferor and the Master Servicers and TMSI Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Sellers, Transferor and the Master Servicers or TMSIServicer, as the case may be, under this Agreement. (b) Each of the Sellers, individually, and TMSI The Transferor 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 (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), including any sales, gross receipts, general corporation, tangible personal property, privilege or license and (v) taxes arising out of distributions on the Ceterficates and the Notes) and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI The Transferor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, Trustee and the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Sellerthe Transferor's willful misfeasance, bad faith or negligence in the performance of their its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the IssuerTransferor's or the Eligible Lender TrusteeIssuer's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates; provided, however, the Transferor shall not be liable for any such costs, expenses, losses, claims, damages and liabilities imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (d) The Sellers and TMSI shall be liable as primary obligors for, and 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, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. 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. (e) The Sellers shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 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. (g) 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 be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or 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 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 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 Sellers, TMSI or the Master Servicers, as the case may be without interest.,

Liability and Indemnities. (a) Each of the Sellers, Transferor and the Master Servicers and TMSI Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Sellers, Transferor and the Master Servicers or TMSIServicer, as the case may be, under this Agreement. (b) Each of the Sellers, individually, and TMSI The Transferor 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 (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), including any sales, gross receipts, general corporation, tangible personal property, privilege or license and (v) taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same). (c) Each of the Sellers, individually, and TMSI The Transferor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, Trustee and the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities Indemnifiable Expenses arising out of, or imposed upon such Person through, (i) such Sellerthe Transferor's willful misfeasance, bad faith or negligence in the performance of their its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the Transferor's or the Issuer's or the Eligible Lender Trustee's violation of Federal federal or state State securities laws in connection with the offering and sale of the Notes and the Certificates; provided, however, the Transferor shall not be liable for any such 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 theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (d) The Sellers and TMSI shall be liable as primary obligors for, and Transferor shall indemnify, defend and hold harmless the Eligible Lender Trustee, the Delaware Trustee and its the officers, directors, employees and agents of the Eligible Lender Trustee and the Delaware Trustee from and against, all costs, expenses, losses, claims, damages, obligations and liabilities 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 the Eligible Lender Trustee such Person hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liabilityIndemnifiable Expenses: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trusteesuch Person, (ii) shall arise from any breach by the Eligible Lender Trustee such Person of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by the Eligible Lender Trustee such Person of any of its representations or warranties set forth in 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 Notwithstanding anything to the approval 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 Sellers, which approval shall parties regardless of whether or not be unreasonably withheldthe Transferor has been advised of the possibility of such damages. (e) The Sellers Transferor shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' Transferor's responsibilities pursuant to the parentheticals parenthetical in paragraph (ab) above). (f) Pursuant to Section 6.7 of the Indenture, and subject to the limitations therein, the Sellers and TMSI 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 liabilitiesIndemnifiable 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 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) Each of the The Master Servicers, individually, and TMSI 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 Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Delaware Trustee and the Surety Provider Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities Indemnifiable Expenses arising out of, or imposed upon such Person through, such the Master Servicer's or TMSI'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 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 the foregoing, if a the Master Servicer or TMSI is rendered unable, in whole or in part, by a force outside the control of the parties hereto 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, such the Master Servicer and TMSI shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such the Master Servicer or TMSI 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, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Sellers, TMSI Transferor or the Master ServicersServicer, 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 Sellers, TMSI Transferor or the Master ServicersServicer, 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 defense thereof other than reasonable costs of investigation. In no event shall the indemnifying party be liable for fees and expenses for more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or 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 liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the prior written consent of the indemnifying party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in which indemnification may be sought hereunder.

Liability and Indemnities. (a) Each of the Sellers, Transferor and the Master Servicers and TMSI Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Sellers, Transferor and the Master Servicers or TMSIServicer, as the case may be, under this Agreement. (b) Each of the Sellers, individually, and TMSI The Transferor 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 (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), including any sales, gross receipts, general corporation, tangible personal property, privilege or license and (v) taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same). (c) Each of the Sellers, individually, and TMSI The Transferor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, Trustee and the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities Indemnifiable Expenses arising out of, or imposed upon such Person through, (i) such Sellerthe Transferor's willful misfeasance, bad faith or negligence in the performance of their its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the Transferor's or the Issuer's or the Eligible Lender Trustee's violation of Federal federal or state State securities laws in connection with the offering and sale of the Notes and the Certificates; provided, however, the Transferor shall not be liable for any such 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 theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (d) The Sellers and TMSI shall be liable as primary obligors for, and Transferor shall indemnify, defend and hold harmless the Eligible Lender Trustee, the Delaware Trustee and its the officers, directors, employees and agents of the Eligible Lender Trustee and the Delaware Trustee from and against, all costs, expenses, losses, claims, damages, obligations and liabilities 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 the Eligible Lender Trustee such Person hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liabilityIndemnifiable Expenses: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trusteesuch Person, (ii) shall arise from any breach by the Eligible Lender Trustee such Person of its covenants under any of the Basic Documents; or (iii) shall arise from the breach by the Eligible Lender Trustee such Person of any of its representations or warranties set forth in Section 7.3 [[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 Notwithstanding anything to the approval 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 Sellers, which approval shall parties regardless of whether or not be unreasonably withheldthe Transferor has been advised of the possibility of such damages. (e) The Sellers Transferor shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' Transferor's responsibilities pursuant to the parentheticals parenthetical in paragraph (ab) above). (f) Pursuant to Section 6.7 of the Indenture, and subject to the limitations therein, the Sellers and TMSI 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 liabilitiesIndemnifiable 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 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) Each of the The Master Servicers, individually, and TMSI 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 Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Delaware Trustee and the Surety Provider Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities Indemnifiable Expenses arising out of, or imposed upon such Person through, such the Master Servicer's or TMSI'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 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 the foregoing, if a the Master Servicer or TMSI is rendered unable, in whole or in part, by a force outside the control of the parties hereto 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, such the Master Servicer and TMSI shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such the Master Servicer or TMSI 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, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Sellers, TMSI Transferor or the Master ServicersServicer, 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 Sellers, TMSI Transferor or the Master ServicersServicer, 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 defense thereof other than reasonable costs of investigation. In no event shall the indemnifying party be liable for fees and expenses for more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or 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 liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the prior written consent of the indemnifying party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in which indemnification may be sought hereunder.

Liability and Indemnities. 11.1 Each Party shall promptly notify the other, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (acollectively “Actions”), asserted or threatened against such Party (the “Aggrieved Party”) Each of for which such Party is entitled to indemnification hereunder from the Sellersother Party. With respect to any such Action, the Master Servicers other Party shall reasonably cooperate with and TMSI 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 liable treated in accordance herewith only to with the extent provisions of the obligations specifically undertaken by the Sellers, the Master Servicers or TMSI, as the case may be, under this AgreementSection 7 hereof. (b) Each of the Sellers11.2 Axxxxx hereby agrees to defend, individually, and TMSI shall jointly and severally indemnify, defend indemnify and hold harmless the Issuer, the Eligible Lender Trustee NxStage and the Indenture Trustee each of its Affiliates and their respective officers, directors, directors and 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)Third Party liability, including any salesclaims, gross receiptsloss, general corporationdamage, tangible personal property, privilege or license taxes and costs and expenses in defending against (including reasonable legal fees) (each a “Liability”) to 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 extent arising from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Seller's willful misfeasance, bad faith Axxxxx’ negligence or negligence in the performance of their duties under this Agreementwilful misconduct, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller'sthe use, the Issuer's application, storage, marketing, distribution 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 forProduct, and shall indemnifyexcept, defend and hold harmless the Eligible Lender Trustee and its officersin any case, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such costLiability arises as a result of NxStage’s wilful misconduct, expensenegligence or material breach of this Agreement. 11.3 NxStage hereby agrees to defend, lossindemnify and hold harmless Axxxxx and each of its Affiliates and their respective officers, claimdirectors, damage, obligation or liability: and employees from and against any Third Party Liability to the extent arising from (i) shall be due to the willful misfeasanceNxStage’s negligence or wilful misconduct, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (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 arise from any breach by have notified the Eligible Lender Trustee of its covenants under any other Party of the Basic Documents; 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 (iii) shall arise from contest any suit or claim relating to such potential Liability, 11.4.2 where the breach by Party seeking indemnification has made any offer or any settlement without the Eligible Lender Trustee of any of its representations or warranties set forth in Section 7.3 prior written consent 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 Sellersindemnifying Party, which approval consent shall not be unreasonably withheld.withheld or delayed, and 11.4.3 unless the Party seeking indemnification has allowed the indemnifying Party to assume full control of all proceedings in relation to any such potential Liability within [ * ] of having been given notice of such proceedings; provided, that (ei) The Sellers the Party seeking indemnification shall pay any have the right to appoint independent counsel at its own cost to participate therein and all taxes levied (ii) no compromise or assessed upon all or any part settlement may be effected by the indemnifying Party without the prior written consent of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the IndentureParty, 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 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. (g) 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 which shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer unreasonably withheld or TMSI remains unable to perform such obligation as a result of such eventdelayed. (h) Indemnification under this Section 11.5 The Party seeking indemnification shall survive cooperate fully with the resignation indemnifying Party and its legal representatives in the investigation and defense of any action 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 Sellers, TMSI or the Master Servicers, as the case may be, shall have made any indemnity payments pursuant claim with respect 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 Sellers, TMSI or the Master Servicers, as the case may be without interestwhich indemnification is sought hereunder.

Liability and Indemnities. (a) Each of the Sellers, Transferor and the Master Servicers and TMSI Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Sellers, Transferor and the Master Servicers or TMSIServicer, as the case may be, under this Agreement. (b) Each of the Sellers, individually, and TMSI The Transferor 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 (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), including any sales, gross receipts, general corporation, tangible personal property, privilege or license and (v) taxes arising out of distributions on the Certificates and the Notes) and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI The Transferor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, Trustee and the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Sellerthe Transferor's willful misfeasance, bad faith or negligence in the performance of their its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the IssuerTransferor's or the Eligible Lender TrusteeIssuer's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates; provided, however, the Transferor shall not be liable for any such costs, expenses, losses, claims, damages and liabilities imposed upon such Person to the extent that they arise out of or result from such Person's negligence, willful malfeasance or bad faith or a breach of the representations and warranties of such Person in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (d) The Sellers and TMSI shall be liable as primary obligors for, and Transferor shall indemnify, defend and hold harmless the Eligible Lender Trustee and its officers, directors, employees and agents from and against, all reasonable costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. 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 Notwithstanding anything to the approval 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 Sellers, which approval shall parties regardless of whether or not be unreasonably withheldthe Transferor has been advised of the possibility of such damages. (e) The Sellers Transferor shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' Transferor's responsibilities pursuant to the parentheticals parenthetical in paragraph (ab) above). (f) Pursuant to Section 6.7 of the Indenture, and subject to the limitations therein, the Sellers and TMSI Transferor shall pay reasonable compensation to the Indenture Trustee and shall reimburse the Indenture Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities, to the extent and in the manner provided in the Indenture. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Transferor be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits or exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Transferor has been advised of the possibility of such damages. (g) Each of the The Master Servicers, individually, and TMSI Servicer shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, and the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, Trustee and 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 the Master Servicer's or TMSI'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 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 a the Master Servicer or TMSI is rendered unable, in whole or in part, by a force outside the control of the parties hereto 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, such the Master Servicer and TMSI shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such the Master Servicer or TMSI 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 Sellers, TMSI Transferor or the Master ServicersServicer, 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 Sellers, TMSI Transferor or the Master ServicersServicer, 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 defense thereof other than reasonable costs of investigation. In no event shall the indemnifying party be liable for fees and expenses for more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or 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 liability arising out of such claim, action, suit or proceeding. The indemnified party will not, without the prior written consent of the indemnifying party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in which indemnification may be sought hereunder.

Liability and Indemnities. 9.1 Phosphagenics not liable; Phosphagenics indemnifies the Company (a) Each except as provided in clause 8.2, Phosphagenics disclaims all representations and warranties, whether express, implied, or statutory, including any implied warranty of merchantability or of fitness for a particular purpose and any implied warranty arising from course of dealing or usage of trade. Except as provided in clause 8.2, there is no warranty against interference with the Company’s enjoyment of the Sellers, the Master Servicers and TMSI shall be liable in accordance herewith only license granted under this License Agreement or any rights to the extent of the obligations specifically undertaken by the Sellers, the Master Servicers Field or TMSI, as the case may be, under this Agreementwith respect to infringement. (b) Each Phosphagenics shall not be liable for: (i) any injury to or the death of any person (including any 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 Company’s personnel) arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such SellerCompany 's willful misfeasance, bad faith or negligence in the performance of their duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and License Agreement; or (ii) such Seller's, any loss of or damage to any property of any person (including the Issuer's or the Eligible Lender Trustee's violation of Federal or state securities laws in connection with the offering Company and sale its personnel) arising out 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, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or Company’s 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 its obligations under the Trust this License Agreement, except to the extent that such costthe same is caused by the negligence of Phosphagenics, expenseprovided that in no case shall Phosphagenics be liable for the payment of damages in respect of consequential losses; (c) Phosphagenics indemnifies, lossand shall defend and hold harmless, claimthe Company and Qxxxxxx against all claims, damageactions, obligation damages, losses (other than consequential losses), liabilities, costs, charges, expenses and outgoings (collectively, “Losses”) that the Company pays, suffers or liability: incurs as a result of, in connection with, or arising from: (i) shall be due to the willful misfeasance, bad faith breach by Phosphagenics of this License Agreement (including any breach of a warranty or negligence (except for errors in judgment) of the Eligible Lender Trustee, representation given under clause 8); (ii) shall arise from any breach by infringement on the Eligible Lender Trustee intellectual property rights of its covenants under any a third party because of the Basic Documents; or use of the Intellectual Property contemplated by this License Agreement; (iii) shall arise from the breach any claims by the Eligible Lender Trustee of any of its representations or warranties set forth in Section 7.3 a third party that use of the Trust Agreement. In Intellectual Property contemplated by this License Agreement infringes on such third party’s rights; or (iv) any obligation of the event Company under applicable law to withhold portions of any claim, action or proceeding for which indemnity will be sought the amounts that the Company is required to pay pursuant to this paragraph, the Eligible Lender Trustee's choice of legal counsel shall be subject License Agreement. Notwithstanding anything in this clause 9.1(c) to the approval of the Sellerscontrary, which approval shall Phosphagenics will not be unreasonably withheld. (e) The Sellers shall pay any and all taxes levied required to indemnify the Company or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 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, Qxxxxxx to the extent and in that Losses for which Phosphagenics would otherwise be required to indemnify the manner provided in the Indenture. (g) 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, Company 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 be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or 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 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 Sellers, TMSI or the Master Servicers, as the case may be, shall have made any indemnity payments Qxxxxxx pursuant to this Section clause 9.1(c) exceed, in the aggregate, the sum of (x) $1,000,000 and (y) 1,440,000 multiplied by 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 Sellers, TMSI or the Master Servicersclosing price per share, as reflected on the case may be without interestNASDAQ, of the Company’s common stock, par value $0.0005 per share, on the Effective Date.

Liability and Indemnities. ‌ 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 liabilities of every description (aincluding without limitation legal fees, accountant’s fees, interest, fines and penalties) Each of the Sellerswhether actual or future (Loss), the Master Servicers and TMSI which may be sustained or incurred by 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 liable in accordance herewith only released from liability pursuant to this clause 12 to the extent that your Loss is incurred as a result of the 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 specifically undertaken by the Sellers, the Master Servicers or TMSI, as the case may be, under this Agreementbut undertake to provide reasonable assistance to you in doing so. (b) Each 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 the Sellersour affiliates and each of their directors, 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, directorsemployees, employees and financiers, auditors, partners, agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or advisers (except any such income taxes arising out Indemnified Party) within three (3) Business Days 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 demand against any and all costsLoss, expenses, losses, claims, damages and liabilities which may be sustained or incurred by or asserted against any Indemnified Party arising out of, in connection with, or imposed upon such Person through, as a result of: (i) such Seller's willful misfeasanceany breach of warranties and representations hereunder; (ii) 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, bad faith request, information or negligence in the instruction which an Indemnified Party reasonably believes to be genuine, correct and appropriately authorised by you; (v) performance of their duties 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 regulatory or investigative inquiries or information subpoenas which arise out of or in connection with the activities contemplated by this Agreement; (viii) access to, or use by you of the dedicated electronic systems through which we provide the Services or the data distributed by us to you under this Agreement, in which all intellectual property rights are property of 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 reckless disregard any of its obligations and duties the rights, powers, authorities or discretions vested in an Indemnified Party 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.by law; (dxiii) The Sellers and TMSI shall be liable as primary obligors fortaking, and shall indemnifyholding, defend and hold harmless protecting, perfecting, preserving or enforcing (or attempting to do so) the Eligible Lender Trustee and its officersindemnity, directorsguarantee, employees and agents from and againstsecurity or any other right or interest constituted by these Agreement or defending successfully against any claims of fraud, all costsnegligence or wilful default; (xiv) any actual or prospective claim, expenseslitigation, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with investigation or proceeding relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documentsforegoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Party is a party thereto; or (xv) receiving or (iii) shall arise from the breach by the Eligible Lender Trustee recovering any amount in respect of any of its representations or warranties set forth your obligations in Section 7.3 of the Trust Agreement. In the event a currency other than that in which such amount was payable, whether pursuant to a judgment of any claimcourt or otherwise, 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. (e) The Sellers shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 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. (g) 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 save where 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 Loss 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 be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or TMSI remains unable to perform such obligation incurred as a result of such event. (h) Indemnification under this Section shall survive the resignation gross negligence, fraud 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 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 willful default 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 Sellers, TMSI or the Master Servicers, as the case may be without interestrelevant Indemnified Party.

Liability and Indemnities. ‌ 17.1 The 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 WPH and keep WPH indemnified from and against, and will release WPH from any claim in relation to, any liability and/or any loss or damage of any kind whatsoever arising directly or indirectly from: (a) Each any breach of any warranty or any of the Sellers, the Master Servicers other terms and TMSI shall be liable in accordance herewith only to the extent conditions of the obligations specifically undertaken Agreement by the Sellers, the Master Servicers or TMSI, as the case may be, under this Agreement.Supplier; (b) Each the illness, injury or death of any 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 Supplier Personnel 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.connection with this Agreement; (c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities loss or damage arising out of, or imposed upon such Person throughin connection with, any personal injury, illness or death to any person or damage to any property or any other loss or damage of any kind whatsoever caused or contributed to by: (i) such Seller's willful misfeasance, bad faith or negligence in the Goods and the performance of their duties under this Agreement, or any Services by reason of reckless disregard of its obligations and duties under this Agreement and the Supplier; and/or (ii) such Seller'sthe entry onto, and the activities undertaken on and in, the Issuer's or Site by the Eligible Lender Trustee's violation of Federal or state securities laws in connection with Supplier and/or the offering and sale of the Notes and the CertificatesSupplier Personnel. (d) The Sellers and TMSI shall be liable as primary obligors for, and shall indemnify, defend and hold harmless any negligence or wilful act or omission by the Eligible Lender Trustee and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred 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 relating to 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 Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts Services by the Supplier; (g) loss or damage to any plant, equipment, tools, appliances or other property owned, rented or hired by the Supplier and duties set forth herein and used in relation to this Agreement; and (h) any claim that the Trust Agreement Goods, anything the Supplier does in supplying WPH with the Goods or providing WPH with any Services, or WPH’s use of the Goods or the action or the inaction results of the Eligible Lender Trustee hereunder and under Services infringes or allegedly infringes the Trust Agreement, intellectual property rights of any person; except to the extent that such costany liability, expense, loss, claim, damage, obligation loss or liability: (i) shall be due to the willful misfeasance, bad faith damage is solely and directly caused by WPH’s judicially determined wilful misconduct or negligence (except for errors in judgment) or that of the Eligible Lender TrusteeWPH’s employees, (ii) shall arise from any breach by the 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. In the event of any claimagents, 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. (e) The Sellers shall pay any contractors and all taxes levied or assessed upon all or any part of the Trust Estate sub-contractors (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) aboveSupplier). (f) Pursuant 17.3 Every exemption, limitation, defence, immunity or other benefit contained in this Agreement to Section 6.7 of which WPH is entitled will also be held by WPH to the Indenturebenefit of, and subject will extend to protect, each of WPH’s employees, agents, contractors and sub- contractors (excluding the limitations therein, Supplier and the Sellers and TMSI 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 IndentureSupplier Personnel). (g) 17.4 Each of indemnity in this Agreement is a continuing obligation separate and independent from the Master Servicers, individually, Supplier’s other obligations 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 be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or 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 Eligible Lender Trustee or the Indenture Trustee and the 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 or the Indenture or the Trust Agreement, as applicable, agent for 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 joint venture partners, the liability of such amounts from otherseach of those joint venture partners under this Agreement is several and not joint, such Person shall promptly repay such amounts to the Sellers, TMSI or the Master Servicers, as the case may be without interestnor joint and several.

Liability and Indemnities. (a) Each of the Sellers, the Master Servicers and TMSI The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the SellersAdministrator 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 Master Servicers Administrator shall not be under any obligation to appear in, prosecute or TMSIdefend 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, as and that in its opinion may involve it in any expense or liability; provided, however, that the case Administrator may be, 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 AgreementAgreement and the Noteholders under the Indenture. (b) Each of the Sellers, individually, and TMSI The Administrator shall jointly and severally indemnify, defend and hold harmless the Issuerfrom its funds, 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 CertificateholdersMaster Servicer, the Noteholders and the Surety Provider Certificateholders and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, Indenture Trustee, the Indenture Trustee Noteholders and the Surety Provider Certificateholders from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Sellerthe Administrator's willful misfeasance, bad faith or negligence in the performance of their its duties under this Agreement or the Administration 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, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Administration Agreement, where 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 final determination that any such cost, expense, loss, claim, damage, obligation liability or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. 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. (e) The Sellers shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 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. (g) 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 expense arose out of, or was imposed upon any such Person through, any such Master Servicer's negligence, willful misfeasance or TMSI's willful misfeasance, bad faith on the part of 52 58 the Administrator is established by a court of law, by an arbitrator or negligence in by way of settlement agreed to by the performance of its duties under this AgreementAdministrator. Notwithstanding the foregoing, if a Master Servicer or TMSI the Administrator is rendered unable, in whole or in part, by a force outside the control of the parties hereto Administrator (including acts of God, acts of war, severe weather, communications failures or failures to receive electronic data or labor disputes or strikes, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, such Master Servicer and TMSI the Administrator shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as such Master Servicer or TMSI 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 damages, each of which is hereby excluded by agreement of the parties regardless of whether or not the Administrator has been advised of the possibility of such damages. (hc) 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 Sellers, TMSI or the Master Servicers, as the case may be, 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 Sellers, TMSI or the Master Servicers, as the case may be Administrator without interest. (d) Promptly after receipt by an indemnified party under this Section 7.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7.2, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 7.2., except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any

Liability and Indemnities. (a) Each of the Sellers, the Master Servicers Transfer and TMSI termination costs (i) Seller shall be liable responsible for, and shall not seek reimbursement from Purchasers or any other Recipient in respect of, any costs or expenses incurred or required to be incurred for the purpose of transferring, whether on a secondment or permanent basis, any Secondees to Purchasers and the other Recipients 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 with this Agreement, including, without limitation, any costs incurred for the processing of new visas for Secondees. (bii) 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 Subject to the transactions contemplated herein (except any such income taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture TrusteeSection 4(b), including Seller shall be responsible for any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same. (c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Seller's willful misfeasance, bad faith or negligence in the performance of their duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the Issuer's or the Eligible Lender Trustee's violation of Federal or state securities laws incurred in connection with the offering termination of a Secondee’s employment by or engagement with a Seller or Subsidiary of such Seller, save that if Purchasers or the relevant Recipient elects for any Transfer as envisaged by Section 1(e)(i) not to occur in circumstances where it would otherwise be possible for such Transfer to occur (such election to be made by delivery of written notice to the Seller), the Seller or relevant Subsidiary of such Seller shall be entitled to terminate the employment or engagement of such Secondee and sale the Purchasers will be responsible for all costs arising out of or in connection with such termination, provided that the Seller or relevant Subsidiary of the Notes Seller notifies the applicable employee or contractor of, and gives effect to (in a lawful and prudent manner), such termination within thirty (30) days of the Certificatesreceipt of such written notice from Purchaser or its Affiliate under this Section 4(a)(ii). (diii) The Sellers and TMSI Subject to Section 4(b), Purchasers 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, claims, damages, obligations and liabilities arising out of, responsible for any costs incurred in connection with the termination of a Veteran Secondee’s employment by or relating to engagement with a Recipient following a Transfer, save that Seller shall be responsible for any payments in connection with the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance termination of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Trustee, (ii) shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic Documents; or (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. 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. (e) The Sellers shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate (other than those taxes expressly excluded from the Sellers' responsibilities pursuant to the parentheticals in paragraph (a) above). (f) Pursuant to Section 6.7 of the Indenture, 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 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. (g) 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 be deemed to have breached any such obligation upon delivery of written notice employment of such event to the other parties hereto, for so long as such Master Servicer or TMSI remains unable to perform such obligation Secondee which arise as a result of such event. (h) Indemnification under this Section shall survive any terms agreed between the resignation Seller or removal relevant Subsidiary of the Eligible Lender Trustee or the Indenture Trustee Seller 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 Secondee which exceed to the Sellers, TMSI Secondee’s benefit the standard practice of the Seller or relevant Subsidiary of the Master Servicers, as the case may be without interestSeller.