Common use of Liability of the Depositor; Indemnities Clause in Contracts

Liability of the Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (a) KBNA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner 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 and in the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Financed Student Loans to the Issuer or the issuance and original sale of the Notes, or asserted with respect to ownership of the Financed Student Loans or Federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) KBNA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee, the Master Servicer and the Holders of Notes and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) the Depositor’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) KBNA’s, the Depositor’s or the Issuer’s violation of Federal or state securities laws in connection with the offering and sale of the Notes. (c) KBNA and the Depositor shall jointly and severally be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee, the Owner Trustee and their respective 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, as applicable, the acceptance or performance of the trusts and duties set forth herein and in the Interim Trust Agreements and the Trust Agreement, as applicable, or the action or the inaction of the Eligible Lender Trustee hereunder and of the Eligible Lender Trustee under the Interim Trust Agreements and the Owner Trustee 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 or the Owner Trustee, as applicable, (ii) with respect to the Eligible Lender Trustee, 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 Owner Trustee of any of its representations or warranties set forth in Section 7.03 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 or the Owner Trustee’s, as applicable, choice of legal counsel shall be subject to the approval of the Depositor and KBNA, which approval shall not be unreasonably withheld. (d) The Depositor 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 Depositor’s responsibilities pursuant to Section 6.04(a) above). Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Owner 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 KBNA or the Depositor 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 Depositor or KBNA, as applicable, without interest.

Liability of the Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (a) KBNA and the The Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Owner Trustee, the Indenture Trustee, the Servicer and any of the officers, directors, employees and agents of the Issuer, the Owner 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 and in the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee)Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Financed Student Loans Receivables to the Issuer or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Financed Student Loans Receivables, or Federal federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. (b) KBNA and the The Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee, the Master Servicer Certificateholders and the Holders Noteholders and any of Notes and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Owner Trustee, Trustee and the Indenture Trustee and the Master Servicer from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out of, liability or imposed upon such Person through, expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) KBNA’s, the Depositor’s 's or the Issuer’s 's violation of Federal federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates. (c) KBNA and the The Depositor shall jointly and severally be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee, Owner Trustee and the Owner Indenture Trustee and their respective officers, directors, employees and agents from and against, against all costs, expenses, losses, claims, damages, obligations damages and liabilities arising out of, of or incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, as applicable, the acceptance or performance of the trusts and duties set forth herein and in the Interim Trust Agreements and Agreement contained, in the Trust Agreement, as applicable, or the action or the inaction case of the Eligible Lender Trustee hereunder Owner Trustee, and in the Indenture contained, in the case of the Eligible Lender Trustee under the Interim Trust Agreements and the Owner Trustee under the Trust AgreementIndenture Trustee, except to the extent that such cost, expense, loss, claim, damage, obligation damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, as applicable, (ii) with respect to the Eligible Lender Trustee, 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 Owner Trustee of any of its representations or warranties set forth in Section 7.03 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 or the Owner Trustee’s, as applicable, choice of legal counsel shall be subject to the approval of the Depositor and KBNA, which approval shall not be unreasonably withheld. (d) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate (other than those taxes expressly excluded from the Depositor’s responsibilities pursuant to Section 6.04(a) above)Estate. Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Owner 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 KBNA or the Depositor 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 Depositor or KBNA, as applicableDepositor, without interest.

Liability of the Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (a) KBNA KBUSA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Securities Insurer, the Swap Counterparty, the Delaware 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 and in the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Financed Student Loans to the Eligible Lender Trustee on behalf of the Issuer or the issuance and original sale of the Notes, or asserted with respect to ownership of the Financed Student Loans or Federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) KBNA KBUSA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Delaware Trustee, the Securities Insurer, the Swap Counterparty, the Indenture Trustee, the Master Servicer and the Holders holders of Notes and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Owner Delaware Trustee, the Securities Insurer, the Swap Counterparty, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) the Depositor’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) KBNA’s, KBUSA's the Depositor’s 's or the Issuer’s 's violation of Federal or state securities laws in connection with the offering and sale of the Notes. (c) KBNA KBUSA and the Depositor shall jointly and severally be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee, the Owner Delaware Trustee and their respective 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, as applicable, the acceptance or performance of the trusts and duties set forth herein and in the Interim Trust Agreements and the Trust Agreement, as applicable, Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and of the Eligible Lender Trustee under the Interim Trust Agreements and the Owner Delaware Trustee 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 or the Owner Delaware Trustee, as applicable, (ii) with respect to the Eligible Lender Trustee, shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic DocumentsDocuments or the Delaware Trustee under the Trust Agreement; or (iii) shall arise from the breach by the Owner Eligible Lender Trustee of any of its representations or warranties set forth in Section 7.03 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 's or the Owner Delaware Trustee’s's, as applicable, choice of legal counsel shall be subject to the approval of the Depositor and KBNAKBUSA, which approval shall not be unreasonably withheld. (d) The Depositor 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 Depositor’s 's responsibilities pursuant to Section 6.04(a) above). Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Owner 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 KBNA KBUSA or the Depositor 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 Depositor or KBNAKBUSA, as applicable, without interest.

Liability of the Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (a) KBNA KBUSA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Securities Insurer, the Swap Counterparty, the Delaware 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 and in the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Financed Student Loans to the Eligible Lender Trustee on behalf of the Issuer or the issuance and original sale of the Notes, or asserted with respect to ownership of the Financed Student Loans or Federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) KBNA KBUSA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Delaware Trustee, the Securities Insurer, the Swap Counterparty, the Indenture Trustee, the Master Servicer and the Holders holders of Notes and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Owner Delaware Trustee, the Securities Insurer, the Swap Counterparty, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) the Depositor’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) KBNA’s, KBUSA’s the Depositor’s or the Issuer’s violation of Federal or state securities laws in connection with the offering and sale of the Notes. (c) KBNA KBUSA and the Depositor shall jointly and severally be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee, the Owner Delaware Trustee and their respective 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, as applicable, the acceptance or performance of the trusts and duties set forth herein and in the Interim Trust Agreements and the Trust Agreement, as applicable, Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and of the Eligible Lender Trustee under the Interim Trust Agreements and the Owner Delaware Trustee 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 or the Owner Delaware Trustee, as applicable, (ii) with respect to the Eligible Lender Trustee, shall arise from any breach by the Eligible Lender Trustee of its covenants under any of the Basic DocumentsDocuments or the Delaware Trustee under the Trust Agreement; or (iii) shall arise from the breach by the Owner Eligible Lender Trustee of any of its representations or warranties set forth in Section 7.03 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 or the Owner Delaware Trustee’s, as applicable, choice of legal counsel shall be subject to the approval of the Depositor and KBNAKBUSA, which approval shall not be unreasonably withheld. (d) The Depositor 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 Depositor’s responsibilities pursuant to Section 6.04(a) above). Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Owner 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 KBNA KBUSA or the Depositor 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 Depositor or KBNAKBUSA, as applicable, without interest.

Liability of the Depositor; Indemnities. The Depositor --------------------------------------- shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.: (a) KBNA and the The Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Owner Trustee, the Indenture Trustee, the Servicer and any of the officers, directors, employees and agents of the Issuer, the Owner 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 and in the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee)Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Financed Student Loans Receivables to the Issuer or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Financed Student Loans Receivables, or Federal federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same. (b) KBNA and the The Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee, the Master Servicer Certificateholders and the Holders Noteholders and any of Notes and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Owner Trustee, Trustee and the Indenture Trustee and the Master Servicer from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out of, liability or imposed upon such Person through, expense incurred by reason of (i) the Depositor’s 's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) KBNA’s, the Depositor’s 's or the Issuer’s 's violation of Federal federal or state securities laws in connection with the offering and sale of the NotesNotes and the Certificates. (c) KBNA and the The Depositor shall jointly and severally be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee, Owner Trustee and the Owner Indenture Trustee and their respective officers, directors, employees and agents from and against, against all costs, expenses, losses, claims, damages, obligations damages and liabilities arising out of, of or incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, as applicable, the acceptance or performance of the trusts and duties set forth herein and in the Interim Trust Agreements and Agreement contained, in the Trust Agreement, as applicable, or the action or the inaction case of the Eligible Lender Trustee hereunder Owner Trustee, and in the Indenture contained, in the case of the Eligible Lender Trustee under the Interim Trust Agreements and the Owner Trustee under the Trust AgreementIndenture Trustee, except to the extent that such cost, expense, loss, claim, damage, obligation damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Eligible Lender Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, as applicable, (ii) with respect to the Eligible Lender Trustee, 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 Owner Trustee of any of its representations or warranties set forth in Section 7.03 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 or the Owner Trustee’s, as applicable, choice of legal counsel shall be subject to the approval of the Depositor and KBNA, which approval shall not be unreasonably withheld. (d) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate (other than those taxes expressly excluded from the Depositor’s responsibilities pursuant to Section 6.04(a) above)Estate. Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Owner 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 KBNA or the Depositor 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 Depositor or KBNA, as applicableDepositor, without interest.

Liability of the Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. (a) KBNA KBUSA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Delaware 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 and in the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Financed Student Loans to the Eligible Lender Trustee on behalf of the Issuer or the issuance and original sale of the Notes, or asserted with respect to ownership of the Financed Student Loans or Federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) KBNA KBUSA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Delaware Trustee, the Indenture Trustee, the Master Servicer and the Holders of Notes and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Owner Delaware Trustee, the Indenture Trustee and the Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) the Depositor’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) KBNA’s, KBUSA’s the Depositor’s or the Issuer’s violation of Federal or state securities laws in connection with the offering and sale of the Notes. (c) KBNA KBUSA and the Depositor shall jointly and severally be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee, the Owner Delaware Trustee and their respective 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, as applicable, the acceptance or performance of the trusts and duties set forth herein and in the Interim Trust Agreements and the Trust Agreement, as applicable, Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and of the Eligible Lender Trustee under the Interim Trust Agreements and the Owner Delaware Trustee 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 or the Owner Delaware Trustee, as applicable, (ii) with respect to the Eligible Lender Trustee, 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 Owner Eligible Lender Trustee of any of its representations or warranties set forth in Section 7.03 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 or the Owner Delaware Trustee’s, as applicable, choice of legal counsel shall be subject to the approval of the Depositor and KBNAKBUSA, which approval shall not be unreasonably withheld. (d) The Depositor 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 Depositor’s responsibilities pursuant to Section 6.04(a) above). Indemnification under this Section shall survive the resignation or removal of the Eligible Lender Trustee, Owner 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 KBNA KBUSA or the Depositor 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 Depositor or KBNAKBUSA, as applicable, without interest.

Liability of the Depositor; Indemnities. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement., and hereby agrees to the following: (a) KBNA and the The Depositor shall jointly and severally indemnify, defend defend, and hold harmless the Issuer, the Eligible Lender Trustee, the Owner 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 and in the other Basic Documents (except any such income taxes arising out of fees paid to the Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Financed Student Loans to the Issuer or the issuance and original sale of the Notes, or asserted with respect to ownership of the Financed Student Loans or Federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) KBNA and the Depositor shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee, the Master Servicer Noteholders and the Holders of Notes and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Owner Trustee, the Indenture Trustee and the Master Servicer Residual Interestholder from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out of, liability or imposed upon such Person through, (i) expense incurred by reason of the Depositor’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) KBNA’s, the Depositor’s or the Issuer’s violation of Federal federal or state State securities laws in connection with the offering and registration or the sale of the Notes. (c) KBNA and the Depositor shall jointly and severally be liable as primary obligor for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee, the Owner Trustee and their respective 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, as applicable, the acceptance or performance of the trusts and duties set forth herein and in the Interim Trust Agreements and the Trust Agreement, as applicable, or the action or the inaction of the Eligible Lender Trustee hereunder and of the Eligible Lender Trustee under the Interim Trust Agreements and the Owner Trustee 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 or the Owner Trustee, as applicable, (ii) with respect to the Eligible Lender Trustee, 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 Owner Trustee of any of its representations or warranties set forth in Section 7.03 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 or the Owner Trustee’s, as applicable, choice of legal counsel shall be subject to the approval of the Depositor and KBNA, which approval shall not be unreasonably withheld. (db) The Depositor shall will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate Estate. (other than those taxes expressly excluded from the Depositor’s responsibilities pursuant to Section 6.04(ac) above). Indemnification under this Section shall 5.2 will survive the resignation or removal of the Eligible Lender Trustee, Owner Trustee or the Indenture Trustee and the termination of this Agreement or the Indenture or the Trust Agreementand will include, as applicablewithout limitation, and shall include reasonable fees and expenses of counsel and expenses of litigation. If KBNA or the Depositor shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect collects any of such amounts from others, such Person shall will promptly repay such amounts to the Depositor or KBNA, as applicableDepositor, without interest. (d) The Depositor’s obligations under this Section 5.2 are obligations solely of the Depositor and will not constitute a claim against the Depositor to the extent that the Depositor does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Depositor. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 5.2(d) and the terms of this Section 5.2(d) may be enforced by an action for specific performance. The provisions of this Section 5.2(d) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.