Common use of LIABILITY OF THE SELLER; INDEMNITIES Clause in Contracts

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC under these Master Terms and each related Purchase Agreement. (i) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC 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 SLM ECFC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Sale Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VL Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVL Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVL Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC under these Master Terms and each related Purchase Agreement. (i) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC 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 SLM ECFC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Town Hall Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCTown Hall Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCTown Hall Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Bluemont Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCBluemont Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCBluemont Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Town Center Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCTown Center Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCTown Center Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Blue Ridge Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCBlue Ridge Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCBlue Ridge Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC Navient CFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC Navient CFC under these Master Terms and each related Purchase Agreement. (i) SLM ECFC Navient CFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC Navient CFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCNavient CFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC Navient CFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCNavient CFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC Navient CFC 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 SLM ECFCNavient CFC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement, and each related Purchase Agreement.hereby agrees to the following: (ia) SLM ECFC The Seller shall indemnify, defend defend, and hold harmless Funding the Issuer, the Owner Trustee, the Indenture Trustee, the Note Insurer, the Noteholders and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents Residual Interestholder 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 Interim Eligible Lender Trustee)loss, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege liability or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as expense incurred by reason of the date of, Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Purchased Loans to Notes. (b) The Seller will pay any and all taxes levied or assessed upon the Interim Eligible Lender Trustee on behalf of Funding, Issuer or asserted with respect to ownership upon all or any part of the Trust Student Loans) and costs and expenses in defending against the sameEstate. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 5.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Termsthis Agreement and will include, and shall include without limitation, reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller 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 SLM ECFCthe Seller, without interest. (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller 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, the Note Insurer 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 Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Note Insurer, 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 Note Insurer, 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 Seller), 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 Note Insurer, 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.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these this Master Terms Sale Agreement and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expensesexpenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these this Master Terms, Terms Sale Agreement or by reason of reckless disregard of its obligations and duties under these this Master TermsTerms Sale Agreement. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these this Master Terms Sale Agreement or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these this Master Terms, Terms Sale Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC SLC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC SLC under these this Master Terms Purchase Agreement and each related Purchase Agreement. (i) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of FundingSLC Receivables, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of FundingSLC Receivables, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding SLC Receivables and the Interim Eligible Lender Trustee from and against any and all costs, expensesexpenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCSLC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these this Master TermsTerms Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these this Master TermsTerms Purchase Agreement. (iii) SLM ECFC SLC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these this Master TermsTerms Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, ; (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these this Master Terms Purchase Agreement or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these this Master TermsTerms Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC SLC 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 SLM ECFCSLC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer on behalf of SLM ECFC National Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCNational Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCNational Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these this Master Terms Sale Agreement and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expensesexpenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under these this Master Terms, Terms Sale Agreement or by reason of reckless disregard of its obligations and duties under these this Master TermsTerms Sale Agreement. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these this Master Terms Sale Agreement or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these this Master Terms, Terms Sale Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC SLC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC SLC under these this Master Terms Purchase Agreement and each related Purchase Agreement. (i) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of FundingSLC Receivables, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of FundingSLC Receivables, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding SLC Receivables and the Interim Eligible Lender Trustee from and against any and all costs, expensesexpenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s SLC's willful misfeasance, bad faith or gross negligence in the performance of its duties under these this Master TermsTerms Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these this Master TermsTerms Purchase Agreement. (iii) SLM ECFC SLC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these this Master TermsTerms Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these this Master Terms Purchase Agreement or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these this Master TermsTerms Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC SLC 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 SLM ECFCSLC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of [SPE Seller] under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC[SPE Seller]’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC[SPE Seller] and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Town Center Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCTown Center Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of Purchase Agreement – Master (TOWN CENTER FUNDING) its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCTown Center Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Town Hall Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCTown Hall Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Purchase Agreement – Master (TOWN HALL FUNDING) Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCTown Hall Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC VG Funding the Servicer under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement, and each related Purchase Agreement.hereby agrees to the following: (ia) SLM ECFC The Seller shall indemnify, defend defend, and hold harmless Funding the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents Residual Interestholder 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 Interim Eligible Lender Trustee)loss, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege liability or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as expense incurred by reason of the date of, Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Purchased Loans to Notes. (b) The Seller will pay any and all taxes levied or assessed upon the Interim Eligible Lender Trustee on behalf of Funding, Issuer or asserted with respect to ownership upon all or any part of the Trust Student Loans) and costs and expenses in defending against the sameEstate. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 5.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Termsthis Agreement and will include, and shall include without limitation, reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller 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 SLM ECFCthe Seller, without interest. (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller 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 Seller. 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 Seller), 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.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Bluemont Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCBluemont Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Purchase Agreement – Master (BLUEMONT FUNDING) Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCBluemont Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in Sale Agreement its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement, and each related Purchase Agreement.hereby agrees to the following: (ia) SLM ECFC The Seller shall indemnify, defend defend, and hold harmless Funding the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents Certificateholder 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 Interim Eligible Lender Trustee)loss, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege liability or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as expense incurred by reason of the date of, Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Purchased Loans to Notes. (b) The Seller will pay any and all taxes levied or assessed upon the Interim Eligible Lender Trustee on behalf of Funding, Issuer or asserted with respect to ownership upon all or any part of the Trust Student Loans) and costs and expenses in defending against the sameEstate. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 5.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Termsthis Agreement and will include, and shall include without limitation, reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller 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 SLM ECFCthe Seller, without interest. (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller 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 Seller. 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 Seller), 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.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold Purchase Agreement – Master (VG FUNDING) harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Sale Agreement Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC SLC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC SLC under these this Master Terms Purchase Agreement and each related Purchase Agreement. (i) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of FundingSLC Receivables, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of FundingSLC Receivables, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding SLC Receivables and the Interim Eligible Lender Trustee from and against any and all costs, expensesexpenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCSLC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these this Master TermsTerms Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these this Master TermsTerms Purchase Agreement. (iii) SLM ECFC SLC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these this Master TermsTerms Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these this Master Terms Purchase Agreement or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these this Master TermsTerms Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC SLC 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 SLM ECFCSLC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Red Wolf Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCRed Wolf Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCRed Wolf Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, Sale Agreement damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase Agreement. this Agreement (i) SLM ECFC provided that this provision shall indemnify, defend and hold harmless Funding and not protect the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and Seller against any taxes liability that may at any time would otherwise 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 imposed by reason of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege willful misconduct or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Termsthis Agreement), or by reason of reckless disregard of its obligations and duties under these Master Terms.hereby agrees to the following: (iiia) SLM ECFC shall be liable as primary obligor for, and The Seller shall indemnify, defend defend, and hold harmless the Interim Eligible Lender Trustee in its individual capacity Issuer, the Owner Trustee, the Indenture Trustee, the Insurer, the Noteholders and its officers, directors, employees and agents the Residual Interestholder from and againstagainst any loss, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, liability or expense incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or relating to these Master Terms, the other Basic Documents, the acceptance or performance sale of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, Notes. (b) shall arise from The Seller will pay any breach by and all taxes levied or assessed upon the Interim Eligible Lender Trustee of its covenants in its individual capacity made under Issuer or upon all or any part of the Basic Documents; or Trust Estate. (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 5.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Termsthis Agreement and will include, and shall include without limitation, reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller 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 SLM ECFCthe Seller, without interest. (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller 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, the Insurer 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 Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Insurer, 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 Insurer, 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 Seller), 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 Insurer, 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.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase Agreement. this Agreement (i) SLM ECFC provided that this provision shall indemnify, defend and hold harmless Funding and not protect the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and Seller against any taxes liability that may at any time would otherwise 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 imposed by reason of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege willful misconduct or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Termsthis Agreement), or by reason of reckless disregard of its obligations and duties under these Master Terms.hereby agrees to the following: (iiia) SLM ECFC shall be liable as primary obligor for, and The Seller shall indemnify, defend defend, and hold harmless the Interim Eligible Lender Trustee in its individual capacity Issuer, the Owner Trustee, the Indenture Trustee[, the Insurer], the Noteholders and its officers, directors, employees and agents the Residual Interestholder from and againstagainst any loss, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, liability or expense incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or relating to these Master Terms, the other Basic Documents, the acceptance or performance sale of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, Notes. (b) shall arise from The Seller will pay any breach by and all taxes levied or assessed upon the Interim Eligible Lender Trustee of its covenants in its individual capacity made under Issuer or upon all or any part of the Basic Documents; or Trust Estate. (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 5.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Termsthis Agreement and will include, and shall include without limitation, reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller 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 SLM ECFCthe Seller, without interest. (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller 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[, the Insurer] 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 Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer[, the Insurer], 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 Insurer], 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 Seller), 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 Insurer], 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.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s Sale Agreement choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer and the Trustee, for itself and on behalf of the Securitization Bondholders, and each of the Issuer's and the Trustee's respective officers, directors, managers, employees and agents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such Person from and against against, any and all taxes (other than any taxes imposed on Securitization Bondholders solely as a result of their ownership of Securitization Bonds) that may at any time be imposed on or asserted against any such Person with respect under existing law as of any Transfer Date as a result of the sale and assignment of the Securitization Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Securitization Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Securitization Bonds, including any sales, gross receipts, general corporation, tangible and intangible single business, personal property, privilege privilege, franchise or license taxes (buttaxes, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any Securitization Bond, it being understood that the Securitization Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Trustee. (c) The Seller shall indemnify the Issuer and as of the date ofTrustee, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for itself and on behalf of Fundingthe Securitization Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) Issuer's and costs the Trustee's respective officers, directors, managers, employees and expenses in defending against the same. (ii) SLM ECFC shall indemnifyagents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon each such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, (i) any and all costs, expenses, losses, claims, damages, obligations amounts of principal of and liabilities arising out of, incurred interest on the Securitization Bonds not paid when due or when scheduled to be paid in connection accordance with or relating to these Master Terms, their terms and the other Basic Documents, the acceptance or performance amount of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except any deposits to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due Issuer required to have been made in accordance with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any terms of the Basic Documents; or (c) shall arise from Documents which are not made when so required, in each case as a result of the Seller's breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or covenants contained in this Agreement, and (ii) any and all liabilities, obligations, claims, actions, suits or payments of any kind whatsoever that may be imposed on or asserted against any such Person, other than any liabilities, obligations or claims for or payments of principal of or interest on the Securitization Bonds, together with any reasonable costs and expenses incurred by such Person, as a result of the Seller's breach of any of its representations, warranties made or covenants contained in its individual capacity set forth in these Master Terms this Agreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any Purchase Agreement. In part of the event Issuer's property or assets based on existing law as of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraphthe Transfer Date. (e) Notwithstanding Section 5.01(b) and (c) above, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval Seller shall not be unreasonably withheld. liable for any consequential damages, including any loss of market value of the Securitization Bonds, resulting from any downgrade of the ratings of the Securitization Bonds. (f) Indemnification under this Section 9 5.01 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, this Agreement and shall include reasonable fees and expenses of counsel investigation and expenses of litigationlitigation (including reasonable attorneys' fees and expenses). If SLM ECFC The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section and 5.01 for any changes in law after the Person to or on behalf Transfer Date. (g) The indemnification obligation of whom such payments are made thereafter the Seller under this Section 5.01 shall collect any be pari passu with all other general unsecured obligations of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interestthe Seller.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer and the Trustee, for itself and on behalf of the Securitization Bondholders, and each of their respective officers, directors, managers, employees and agents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such Person from and against against, any and all taxes (other than any taxes imposed on Securitization Bondholders solely as a result of their ownership of Securitization Bonds) that may at any time be imposed on or asserted against any such Person with respect under existing law as of any Transfer Date as a result of the sale and assignment of the Transferred Securitization Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Transferred Securitization Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Securitization Bonds, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege privilege, franchise, license or license taxes (butsingle business taxes, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any Securitization Bond. (c) The Seller shall indemnify the Issuer and the Trustee, for itself and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Fundingthe Securitization Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) their respective officers, directors, managers, employees and costs agents for, and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon each such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, (i) any and all costs, expenses, losses, claims, damages, obligations amounts of principal of and liabilities arising out of, incurred interest on the Securitization Bonds not paid when due or when scheduled to be paid in connection accordance with or relating to these Master Terms, their terms and the other Basic Documents, the acceptance or performance amount of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except any deposits to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due Issuer required to have been made in accordance with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any terms of the Basic Documents; or (c) shall arise from Documents which are not made when so required, as a result of the Seller's breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or covenants contained in this Agreement, and (ii) any and all liabilities, obligations, claims, actions, suits or payments of any kind whatsoever that may be imposed on or asserted against any such Person, other than any liabilities, obligations or claims for or payments of principal of or interest on the Securitization Bonds, together with any reasonable costs and expenses incurred by such Person, as a result of the Seller's breach of any of its representations, warranties made or covenants contained in its individual capacity set forth in these Master Terms this Agreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any Purchase Agreement. In part of the event Issuer's property or assets based on existing law as of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Transfer Date. (e) Indemnification under this Section 9 5.01 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, this Agreement and shall include reasonable fees and expenses of counsel investigation and expenses litigation (including reasonable attorneys' fees and expenses). The Seller shall not indemnify any party for any changes in law after the Transfer Date. (f) The indemnification obligation of litigation. If SLM ECFC shall have made any indemnity payments pursuant to the Seller under this Section and 5.01 shall be pari passu with all other general unsecured obligations of 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 SLM ECFC, without interestSeller.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.. Purchase Agreement – Master (VG FUNDING) (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer and the Trustee, for itself and on behalf of the Bondholders, and each of the Issuer's and the Trustee's respective officers, directors, managers, employees and agents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such Person from and against against, any and all taxes (other than any taxes imposed on Bondholders as a result of their ownership of Bonds) that may at any time be imposed on or asserted against any such Person with respect under existing law as of the Closing Date as a result of the sale and assignment of the Series A Storm-Recovery Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Series A Storm-Recovery Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Bonds, including any sales, gross receipts, general corporation, tangible and intangible single business, personal property, privilege privilege, franchise or license taxes (buttaxes, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any Bond, it being understood that the Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Trustee. (c) The Seller shall indemnify the Issuer and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for itself and on behalf of Fundingthe Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) Issuer's and costs the Trustee's respective officers, directors, managers, employees and expenses in defending against the same. (ii) SLM ECFC shall indemnifyagents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee each such Person from and against against, (i) any and all costsamounts of Principal of and Interest on the Bonds not paid when due or when scheduled to be paid in accordance with their terms and the amount of any deposits to the Issuer required to have been made in accordance with the terms of the Basic Documents which are not made when so required, expensesin each case as a result of the Seller's breach of any of its representations, losseswarranties or covenants contained in this Agreement, claimsand (ii) any and all Losses that may be imposed on or asserted against any such Person, damages other than any liabilities, obligations or claims for or payments of Principal of or Interest on the Bonds, together with any reasonable costs and liabilities arising out ofexpenses actually incurred by such Person, as a result of the Seller's material breach of any of its representations, warranties or imposed upon such Person throughcovenants contained in this Agreement, SLM ECFC’s except to the extent of Losses either resulting from the willful misfeasancemisconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic DocumentsDocuments that gives rise to Seller's breach, and provided that, with respect to a material breach of a covenant, the Seller has first had a 30-day opportunity to cure such breach beginning with the receipt of a notice of breach from Issuer and has failed to cure such breach within such period; and provided further that the Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(c) solely through a cause of action brought for their benefit by the Trustee. (d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Issuer's property or assets based on existing law as of the Closing Date. (e) Notwithstanding Section 5.01(b) and (c), the Seller shall not be liable for any Losses resulting solely from a downgrade in the ratings on the Bonds or for any consequential, incidental or indirect damages, including any loss of market value of the Bonds, resulting solely from any downgrade of the ratings of the Bonds. (f) shall arise from If the breach Seller remains an entity subject to the Commission's regulatory authority as a public utility (or otherwise for ratemaking purposes), the Seller acknowledges and agrees that the Commission may, subject to the outcome of an appropriate Commission proceeding, take such action as it deems necessary or appropriate under its regulatory authority to require the Seller to make Customers whole for any Losses they incur by reason of (i) any failure of the Interim Eligible Lender Trustee of any of its Seller's material representations or warranties made in its individual capacity set forth in these Master Terms this Agreement (other than the Seller's representations and warranties set forth in Section 3.08(d) and Section 3.08(e)), or (ii) any material breach of the Seller's covenants contained in this Agreement (other than the Seller's covenant set forth in the third sentence of Section 4.08), including in each case (without limitation) Losses attributable to higher Storm-Recovery Charges imposed on Customers. The Seller acknowledges and agrees that such action by the Commission may include, but is not limited to, adjustments to the Seller's other regulated rates and charges or any Purchase Agreement. In credits to Customers. (g) If the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be Seller does not remain an entity subject to the approval Commission's regulatory authority as a public utility (or otherwise for ratemaking purposes), the Seller shall indemnify the Commission, on behalf of SLM ECFCCustomers, which approval shall not be unreasonably withheld. for any Losses Customers incur by reason of (i) any failure of the Seller's material representations or warranties set forth in this Agreement (other than the Seller's representations and warranties set forth in Section 3.08(d) and Section 3.08(e)), or (ii) any material breach of the Seller's covenants contained in this Agreement (other than the Seller's covenant set forth in the third sentence of Section 4.08), including without limitation Losses attributable to higher Storm-Recovery Charges imposed on Customers. (h) Indemnification under this Section 9 5.01, shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, this Agreement and shall include reasonable fees and expenses of counsel investigation and litigation (including reasonable attorneys' fees and expenses of litigationactually incurred). If SLM ECFC The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or any final and non-appealable judicial decision. (i) The indemnification obligation of the Person to or on behalf Seller under this Section 5.01 shall be pari passu with all other general unsecured obligations of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interestthe Seller.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Sale Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s 's choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section 9 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 SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer and the Trustee, for itself and on behalf of the BGS Transition Bondholders, and each of their respective officers, directors, managers, employees and agents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such Person from and against against, any and all taxes (other than any taxes imposed on BGS Transition Bondholders solely as a result of their ownership of BGS Transition Bonds) that may at any time be imposed on or asserted against any such Person with respect under existing law as of any Transfer Date as a result of the sale and assignment of the Transferred BGS Bondable Transition Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Transferred BGS Bondable Transition Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)BGS Transition Bonds, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege privilege, franchise or license taxes (buttaxes, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any BGS Transition Bond, it being understood that the BGS Transition Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.1(b) solely through a cause of action brought for their benefit by the Trustee. (c) The Seller shall indemnify the Issuer and as of the date ofTrustee, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for itself and on behalf of Fundingthe BGS Transition Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) their respective officers, directors, managers, employees and costs agents for, and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon each such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, any and all costs, expenses, losses, claims, damages, obligations amounts of principal of and liabilities arising out of, incurred interest on the BGS Transition Bonds not paid when due or when scheduled to be paid in connection accordance with or relating to these Master Terms, their terms and the other Basic Documents, the acceptance or performance amount of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except any deposits to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due Issuer required to have been made in accordance with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any terms of the Basic Documents; or (c) shall arise from Documents which are not made when so required, in each case as a result of the Seller's breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or covenants contained in this Agreement, and any and all liabilities, obligations, claims, actions, suits or payments of any kind whatsoever that may be imposed on or asserted against any such Person, other than any liabilities, obligations or claims for or payments of principal of or interest on the BGS Transition Bonds, together with any reasonable costs and expenses incurred by such Person, as a result of the Seller's breach of any of its representations, warranties made or covenants contained in its individual capacity set forth in these Master Terms this Agreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any Purchase Agreement. In part of the event Issuer's property or assets based on existing law as of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Transfer Date. (e) Indemnification under this Section 9 5.1 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, this Agreement and shall include reasonable fees and expenses of counsel investigation and expenses of litigationlitigation (including reasonable attorneys' fees and expenses). If SLM ECFC The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section and 5.1 for any changes in law after the Person to Transfer Date. (f) The indemnification obligation of the Seller under this Section 5.1 shall be pari passu with all other general unsecured obligations of the Seller. (g) The Seller will not indemnify any person for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the ratings on behalf the BGS Transition Bonds or for any consequential damages, including any loss of whom such payments are made thereafter shall collect market value of the BGS Transition Bonds, resulting from any default or any downgrade of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interestthe ratings on the BGS Transition Bonds.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective officers, directors, managers, employees and agents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such Person from and against against, any and all taxes (other than any taxes imposed on Transition Bondholders solely as a result of their ownership of Transition Bonds) that may at any time be imposed on or asserted against any such Person with respect under existing law as of any Transfer Date as a result of the sale and assignment of the Transferred Bondable Transition Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Transferred Bondable Transition Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Transition Bonds, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege privilege, franchise or license taxes (buttaxes, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any Transition Bond, it being understood that the Transition Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Trustee. (c) The Seller shall indemnify the Issuer and as of the date ofTrustee, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for itself and on behalf of Fundingthe Transition Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) their respective officers, directors, managers, employees and costs agents for, and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon each such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, (i) any and all costs, expenses, losses, claims, damages, obligations amounts of principal of and liabilities arising out of, incurred interest on the Transition Bonds (including amounts owed to Holders of any floating rate Transition Bonds at the Gross Fixed Rate) not paid when due or when scheduled to be paid in connection accordance with or relating to these Master Terms, their terms and the other Basic Documents, the acceptance or performance amount of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except any deposits to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due Issuer required to have been made in accordance with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any terms of the Basic Documents; or (c) shall arise from Documents which are not made when so required, in each case as a result of the Seller's breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or covenants contained in this Agreement, and (ii) any and all liabilities, obligations, claims, actions, suits or payments of any kind whatsoever that may be imposed on or asserted against any such Person, other than any liabilities, obligations or claims for or payments of principal of or interest on the Transition Bonds, together with any reasonable costs and expenses incurred by such Person, as a result of the Seller's breach of any of its representations, warranties made or covenants contained in its individual capacity set forth in these Master Terms this Agreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any Purchase Agreement. In part of the event Issuer's property or assets based on existing law as of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Transfer Date. (e) Indemnification under this Section 9 5.01 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, this Agreement and shall include reasonable fees and expenses of counsel investigation and expenses of litigationlitigation (including reasonable attorneys' fees and expenses). If SLM ECFC The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section and 5.01 for any changes in law after the Person to or on behalf Transfer Date. (f) The indemnification obligation of whom such payments are made thereafter the Seller under this Section 5.01 shall collect any be pari passu with all other general unsecured obligations of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interestthe Seller.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Town Center Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCTown Center Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Town Center Funding Purchase Agreement 22 Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCTown Center Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement and each related Purchase Agreementshall have no other obligations or liabilities hereunder. (ib) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in Trustee, its individual capacity and their directors, officers, directors, employees and agents agents, the Trust and the Certificateholders from and against any taxes that may at any time be asserted against any such Person the Trustee, its directors, officers, employees and agents, the Trust or a Certificateholder with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the transactions contemplated herein Trust or the issuance and in original sale of the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee)Certificates, including any sales, gross receipts, general corporation, tangible and or intangible personal property, privilege privilege, or license taxes (butbut not, in the case of Fundingexcept as provided below, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) Property or federal or other income taxes, including franchise taxes measured by net income, arising out of the transactions contemplated by this Agreement or transfer taxes arising in connection with the transfer of the Certificates), and reasonable costs and expenses in defending against the same. (iic) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in Trustee, its individual capacitydirectors, and the officers, directors, employees and agents of Funding agents, the Trust and the Interim Eligible Lender Trustee Certificateholders from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out of, liability or imposed upon such Person through, SLM ECFC’s expense incurred by reason of (i) the Seller's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under these Master Termshereunder, or by reason of reckless disregard of its the obligations and duties under these Master Termshereunder; or (ii) any action taken, or failed to be taken, by the Seller in respect of any portion of the Trust Property. (iiid) SLM ECFC shall be liable as primary obligor for, and The Seller shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in Trustee, its individual capacity and its directors, officers, directors, employees and agents agents, the Trust and the Certificateholders from and againstagainst any loss, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, liability or expense incurred by reason of the violation by the Seller of federal or state securities laws in connection with the registration or relating to these Master Termsthe sale of the Certificates. (e) The Seller shall indemnify, defend and hold harmless the Trustee, its directors, officers, employees and agents, the other Basic DocumentsTrust and the Certificateholders from and against any loss, liability or expense imposed upon, or incurred by, the acceptance Trustee, the Trust or performance the Certificateholders as the result of the trusts and duties set forth herein and in failure of any Receivable conveyed by it to the Sale Agreement Trust hereunder, or the action or the inaction sale of the Interim Eligible Lender Trustee hereunderrelated Financed Vehicle, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: comply with all requirements of applicable law. (af) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and 7.2 shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of the Trust or the earlier resignation or removal of the Trustee. If SLM ECFC the Seller shall have made any indemnity payments to the Trustee pursuant to this Section 7.2 and the Person to or on behalf of whom such payments are made Trustee thereafter shall collect any of such amounts from othersPersons other than the Seller, such Person the Trustee shall promptly immediately upon receipt thereof repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC VG Funding shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC VG Funding shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC VG Funding shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s VG Funding's or the Servicer's, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Terms or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC VG Funding shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s 's choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC VG Funding or the Servicer shall have made any indemnity payments pursuant to this Section 9 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 SLM ECFCVG Funding of the Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Sale Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer, each Swap Counterparty, if any, and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective officers, directors, managers, employees and agents, for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such person from and against against, any and all taxes (other than any taxes imposed on the Transition Bondholders solely as a result of their ownership of the Transition Bonds) that may at any time be imposed on or asserted against any such Person with respect person under existing law as of any Transfer Date as a result of the sale, transfer, assignment and conveyance of the Transferred Bondable Transition Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Transferred Bondable Transition Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Transition Bonds, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege privilege, franchise or license taxes (butnot recovered by the Issuer through the Transition Bond Charge or through the Market Transition Charge, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any Transition Bond, it being understood that the Transition Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Trustee in accordance with the terms of the Indenture. (c) The Seller shall indemnify the Issuer, each Swap Counterparty, if any, and as of the date ofTrustee, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for itself and on behalf of Fundingthe Transition Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) their respective officers, directors, managers, employees and costs agents, for, and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon each such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents person from and against, (i) any and all costs, expenses, losses, claims, damages, obligations amounts of principal of and liabilities arising out of, incurred interest on the Transition Bonds (including amounts owed to Holders of any floating rate Transition Bonds) not paid when due or when scheduled to be paid in connection accordance with or relating to these Master Terms, their terms and the other Basic Documents, the acceptance or performance amount of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except any deposits to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due Issuer required to have been made in accordance with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any terms of the Basic Documents; Documents or (c) shall arise from the Financing Order which are not made when so required, in each case as a result of the Seller’s breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or warranties made covenants contained in its individual capacity set forth in these Master Terms this Sale Agreement, and (ii) any and all liabilities, obligations, claims, actions, suits or any Purchase Agreement. In the event payments of any claimkind whatsoever that may be imposed on or asserted against any such person, action other than any liabilities, obligations or proceeding for which indemnity will be sought pursuant to this paragraphclaims for, or payments of, principal of, or interest on, the Interim Eligible Lender TrusteeTransition Bonds, together with any reasonable costs and expenses incurred by such person, as a result of the Seller’s choice breach of legal counsel shall be subject to the approval any of SLM ECFCits representations, which approval shall not be unreasonably withheld. warranties or covenants contained in this Sale Agreement. (d) Indemnification under this Section 9 5.01 shall survive any repeal, modification, or judicial invalidation of, or supplement to the Competition Act or any Financing Order and shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, this Sale Agreement and shall include reasonable fees and expenses of counsel investigation and expenses of litigationlitigation (including reasonable attorneys’ fees and expenses). If SLM ECFC The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section and 5.01 for any changes in law after the Person to or on behalf Transfer Date. (e) The indemnification obligation of whom such payments are made thereafter the Seller under this Section 5.01 shall collect any be pari passu with all other general unsecured obligations of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interestthe Seller.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Sale Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section 9 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 SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC SLC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC SLC under these this Master Terms Purchase Agreement and each related Purchase Agreement. (i) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of FundingSLC Receivables, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of FundingSLC Receivables, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding SLC Receivables and the Interim Eligible Lender Trustee from and against any and all costs, expensesexpenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s SLC' s willful misfeasance, bad faith or gross negligence in the performance of its duties under these this Master TermsTerms Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these this Master TermsTerms Purchase Agreement. (iii) SLM ECFC SLC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these this Master TermsTerms Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these this Master Terms Purchase Agreement or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these this Master TermsTerms Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC SLC 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 SLM ECFCSLC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Bluemont Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), Bluemont Funding Purchase Agreement 21 including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCBluemont Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCBluemont Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.. Bluemont Funding Purchase Agreement 22

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC 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 SLM ECFC, without interest.'s

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold Purchase Agreement – Master (VG FUNDING) 21 harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement, and each related Purchase Agreement.hereby agrees to the following: (ia) SLM ECFC The Seller shall indemnify, defend defend, and hold harmless Funding the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents Certificateholder 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 Interim Eligible Lender Trustee)loss, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege liability or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as expense incurred by reason of the date of, Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Purchased Loans to Notes. 18 Sale & Servicing Agreement (b) The Seller will pay any and all taxes levied or assessed upon the Interim Eligible Lender Trustee on behalf of Funding, Issuer or asserted with respect to ownership upon all or any part of the Trust Student Loans) and costs and expenses in defending against the sameEstate. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 5.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Termsthis Agreement and will include, and shall include without limitation, reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller 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 SLM ECFCthe Seller, without interest. (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller 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 Seller. 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 Seller), 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.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement and each related Purchase Agreementshall have no other obligations or liabilities hereunder. (ib) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in Trustee, its individual capacity and their directors, officers, directors, employees and agents agents, the Trust and the Certificateholders from and against any taxes that may at any time be asserted against any such Person the Trustee, its directors, officers, employees and agents, the Trust or a Certificateholder with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the transactions contemplated herein Trust or the issuance and in original sale of the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee)Certificates, including any sales, gross receipts, general corporation, tangible and or intangible personal property, privilege privilege, or license taxes (but, in the case of Funding, but not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) Property or federal or other income taxes, including franchise taxes measured by net income, arising out of the transactions contemplated by this Agreement or transfer taxes arising in connection with the transfer of the Certificates), and reasonable costs and expenses in defending against the same. (iic) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in Trustee, its individual capacitydirectors, and the officers, directors, employees and agents of Funding agents, the Trust and the Interim Eligible Lender Trustee Certificateholders from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out of, liability or imposed upon such Person through, SLM ECFC’s expense incurred by reason of (i) the Seller's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under these Master Termshereunder, or by reason of reckless disregard of its the obligations and duties under these Master Termshereunder; or (ii) any action taken, or failed to be taken, by the Seller in respect of any portion of the Trust Property. (iiid) SLM ECFC shall be liable as primary obligor for, and The Seller shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in Trustee, its individual capacity and its directors, officers, directors, employees and agents agents, the Trust and the Certificateholders from and againstagainst any loss, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, liability or expense incurred by reason of the violation by the Seller of federal or state securities laws in connection with the registration or relating to these Master Termsthe sale of the Certificates. (e) The Seller shall indemnify, defend and hold harmless the Trustee, its directors, officers, employees and agents, the other Basic DocumentsTrust and the Certificateholders from and against any loss, liability or expense imposed upon, or incurred by, the acceptance Trustee, the Trust or performance the Certificateholders as the result of the trusts and duties set forth herein and in failure of any Receivable conveyed by it to the Sale Agreement Trust hereunder, or the action or the inaction sale of the Interim Eligible Lender Trustee hereunderrelated Financed Vehicle, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: comply with all requirements of applicable law. (af) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and 7.2 shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of the Trust. If SLM ECFC the Seller shall have made any indemnity payments to the Trustee pursuant to this Section 7.2 and the Person to or on behalf of whom such payments are made Trustee thereafter shall collect any of such amounts from othersPersons other than the Seller, such Person the Trustee shall promptly immediately upon receipt thereof repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC VG Funding the Servicer under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s VG Funding's or the Servicer's, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s 's choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC SLMA shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC SLMA under these Master Terms and each related Purchase Agreement. (i) SLM ECFC SLMA shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC SLMA shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s SLMA's willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Terms or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC SLMA shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s 's choice of legal counsel shall be subject to the approval of SLM ECFCSLMA, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC SLMA shall have made any indemnity payments pursuant to this Section 9 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 SLM ECFCSLMA, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer and the Indenture Trustee, for itself and on behalf of the Transition Bondholders and any subsequent Transition Bondholders, and each of their respective officers, directors, managers, employees and agents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such Person from and against against, any and all taxes (other than any taxes imposed on Transition Bondholders solely as a result of their ownership of Transition Bonds) that may at any time be imposed on or asserted against any such Person with respect under existing law as of any Transfer Date as a result of the sale and assignment of the Seller's rights and interests under the Financing Order by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Transferred Transition Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Transition Bonds, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege privilege, franchise or license taxes, but excluding any taxes (butimposed as a result of a failure of such Person to properly withhold or remit taxes imposed with respect to payments on any Transition Bond, in the case of Funding, not including any taxes asserted with respect to, event and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee extent such taxes are not recoverable as Qualified Costs, it being understood that the Transition Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee. (c) The Seller shall indemnify the Issuer and the Indenture Trustee, for itself and on behalf of Fundingthe Transition Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) their respective officers, directors, managers, employees and costs agents for, and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding each such Person from and against, any and all amounts of principal of and interest on the Transition Bonds not paid when due or when scheduled to be paid in accordance with their terms and the Interim Eligible Lender Trustee amount of any deposits to the Issuer required to have been made in accordance with the terms of the Basic Documents which are not made when so required, in each case as a result of the Seller's breach of any of its individual capacityrepresentations, warranties or covenants contained in this Agreement. (d) The Seller shall indemnify the Issuer and the Indenture Trustee, for itself and on behalf of the Transition Bondholders, and the each of their respective officers, directors, managers, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents each such Person from and against, any and all costsliabilities, expenses, lossesobligations, claims, damagesactions, suits or payments of any kind whatsoever that may be imposed on or asserted against any such Person (other than any liabilities, obligations or claims for or payments of principal of or interest on the Transition Bonds) together with any reasonable costs and liabilities arising out ofexpenses incurred by such Person, incurred in connection with or relating to these Master Terms, the other Basic Documents, the acceptance or performance each case as a result of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any Seller's breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or warranties made covenants contained in its individual capacity set forth in these Master Terms or any Purchase this Agreement. In . (e) The indemnification obligations of the event Seller under this Section 5.01 shall rank pari passu with all other general unsecured obligations of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Seller. (f) Indemnification under this Section 9 5.01 shall survive the resignation or removal of the Interim Eligible Lender Indenture Trustee and the termination of these Master Terms, this Agreement and shall include reasonable fees and expenses of counsel investigation and expenses of litigationlitigation (including reasonable attorneys' fees and expenses). If SLM ECFC The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section 5.01 for any changes in law (which does not include a final, non-appealable judicial holding by a court of competent jurisdiction that the provisions of the Texas Electric Choice Plan relevant to securitization are unconstitutional) after the Transfer Date. (g) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Issuer's property or assets based on existing law as of the Transfer Date. Notwithstanding the foregoing, in no event shall any such foregoing indemnity extend to the collectibility of the Transition Charges from any Person responsible for remitting Transition Charges to the Servicer under the terms of the Financing Order, the Texas Electric Choice Plan or on behalf an applicable tariff, or the creditworthiness of whom any such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interestPerson.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold Purchase Agreement - Master (VG FUNDING) harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the Purchase Agreement — Master (VG FUNDING) acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC WEF shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC WEF under these Master Terms this Purchase Agreement and each related Purchase Transfer Agreement. (i) SLM ECFC WEF shall indemnify, defend and hold harmless Funding the Depositor and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Depositor, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Fundingthe Depositor, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC WEF shall indemnify, defend and hold harmless Funding the Depositor and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding the Depositor and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCWEF’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Termsthis Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these Master Termsthis Purchase Agreement. (iii) SLM ECFC WEF shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthis Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms this Purchase Agreement or any Purchase Transfer Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCWEF, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Termsthis Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC WEF 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 SLM ECFCWEF, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Town Hall Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCTown Hall Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Town Hall Funding Purchase Agreement 22 Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCTown Hall Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchase Agreement – Master (VG FUNDING) Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.. Purchase Agreement – Master (VG FUNDING)

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC shall be liable Without limiting any other rights that any such Person may have hereunder or under applicable law (including, without limitation, the right to recover damages for breach of contract), the Seller hereby agrees to indemnify (a) the Purchaser, (b) the Purchaser ELT and (c) each Affected Party, in accordance herewith only their individual capacities and all successors, transferees, participants and assigns, and all officers, directors, employees, advisors and agents of any of the foregoing (each a “Seller Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to (i) the ownership of the Loans by the Seller Parties before the Transfer of such Loans to the Purchaser Parties, (ii) the Transfer of the Loans to the Purchaser Parties as of each Transfer Date, (iii) the servicing of the Loans before the transfer, (iv) the breach by the Seller of its representations, warranties and/or obligations under any Transaction Document to which it is a party or (v) any acts or omissions by the Seller relating to the Loans, excluding, however, (x) Seller Indemnified Amounts to the extent finally determined by a court of competent jurisdiction in a non-appealable judgment to have resulted from negligence or willful misconduct on the part of such Seller Indemnified Party and (y) recourse for defaulted Student Loans (except as specifically provided herein) or losses attributed to changes in the market value of the obligations specifically undertaken Loans, including, without limitation, because of changes in market interest rates or in the rate of prepayment. Without limiting the foregoing, the Seller shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to, among other things: (a) the adjustment or any non-cash reduction by SLM ECFC the Seller in the outstanding Principal Balance of any Loan made by or at the direction of the Seller other than in connection with any borrower benefit that is not prohibited under these Master Terms and each related the Funding Note Purchase Agreement.; (b) the transfer by the Seller of any interest in any Loan other than a Transfer to the Purchaser Parties as contemplated by this Agreement; (c) any representation or warranty made or deemed made by the Seller (or any of its officers or Affiliates) under or in connection with any Transaction Document or any other information or report delivered by or on behalf of the Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made, including, without limitation, any Repurchase Event; (d) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Loan, or the nonconformity of any Loan to any such applicable law, rule or regulation, including in each case (without limitation) failure to comply with the Higher Education Act and all applicable consumer credit laws; (e) the failure due to acts or omissions of either Seller Party to vest in the Purchaser Parties an ownership interest and a first priority perfected security interest in each Loan, free and clear of any lien, other than a lien in favor of the Conduit Lender arising solely as a result of the transactions contemplated by the Transaction Documents; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy) of a Borrower or any Guarantor to the payment of any Loan or any payment made by a Guarantor arising out of the servicing of the applicable Loan prior to the related Transfer Date (including, without limitation, a defense based on such Loan or Guarantee Agreement not being a legal, valid and binding obligation of such Borrower or Guarantor, as the case may be, enforceable against it in accordance with its terms); (g) the failure by the Seller to comply with any term, provision or covenant contained in any Transaction Document to which it is party; (h) any lien (other than the lien granted to the Purchaser under this Agreement) resulting from an act or omission of either Seller Party attaching to any Loan or any related assets or Collections with respect thereto, whether existing at the time that such Loan initially arose or at any time thereafter; (i) SLM ECFC shall indemnify, defend and hold harmless Funding and any claim or action of whatever sort arising out of or in connection with the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents from and against origination or servicing of any taxes that may at Loan or any time be asserted against any such Person other services with respect to such Loan to the transactions contemplated herein extent such origination, servicing or services were provided by the Seller or an Affiliate of the Seller on or before the related Transfer Date or were provided by a Person from whom the Seller is entitled to recover such Seller Indemnified Amounts; (j) the failure to pay when due any Taxes and fees payable by the Seller in connection with the Transfer of any Loan or the execution, delivery, filing and recording of this Agreement or any of the other Basic Documents agreements and documents to be delivered hereunder (except including any UCC financing statements); (k) the payment by such income taxes arising out Seller Indemnified Party of fees paid to the Interim Eligible Lender Trustee)Indemnified Taxes and, including without duplication, any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes that may at any time be asserted against any Seller Indemnified Party with respect to the Loans or the transactions contemplated by the Transaction Documents or the Department Put Agreement, and any costs and expenses of defending the same, to the extent caused by the Seller’s actions or omissions in breach of this Agreement; (butl) the payment by such Seller Indemnified Party of Taxes (other than Taxes described in clauses (j) and (k) above); provided that the Seller Indemnified Amounts in this clause (l) with respect to any such Taxes accruing after the applicable Grant Date, shall not in the aggregate exceed 10% of the Cash Proceeds received by the Seller; (m) the commingling of Collections with any other funds of the Seller or failure by the Seller to promptly remit all Collections inadvertently received to the applicable Servicer; (n) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases made pursuant to this Agreement or any other Transaction Document to which the Seller is a party which arises out of any act or omission of the Seller with respect to one or more Loans; (o) any claim brought by any Person arising from any activity by the Seller or an Affiliate of the Seller, prior to the transfer of such Loan to the Purchaser, in servicing, administering or collecting any Loan; (p) the case sale or pledge by the Seller of Fundingany Loan in violation of any applicable law, rule or regulation; (q) any attempt by any Person to void any Transfer pursuant to any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code, based on any act or omission or illegal conduct of either Seller Party or any Affiliate of either Seller Party (other than either Purchaser Party); (r) any failure to pay an Excluded Borrower Benefit prior to the Transfer of any Loan; (s) the Transfer of any Loans hereunder which were not including any taxes asserted with respect to, and Eligible Loans as of the date of, the sale of the Purchased related Transfer Date (unless such Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted are repurchased in accordance with Section 6 hereof); or (t) with respect to ownership any Loan for which the related Promissory Note is evidenced by an electronic promissory note or an electronic record, or contains an electronic signature, the failure of such Promissory Note to comply in all material respects with all regulations, standards and other requirements provided by the Trust Student Loansapplicable Guarantor (if any) and costs the Department relating to the validity and expenses in defending against the same. enforceability of such Promissory Note including, but not limited to, clause (iim) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and proviso following such clause under the officers, directors, employees and agents definition of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence “Loan Documents” in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Funding Note Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be Any amounts subject to the approval indemnification provisions of SLM ECFC, which approval this Section 9 shall not be unreasonably withheldpaid by the Seller to the related Seller Indemnified Party on or before the 30th day following demand therefor accompanied by reasonable supporting documentation with respect to such amounts. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee Purchaser ELT and the termination of these Master Terms, this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section 9 and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC under these Master Terms and each related Purchase Agreement. (ia) SLM ECFC The Seller ------------------------------------ shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and Trustees, their directors, officers, directors, employees and agents agents, the Trust and the Securityholders from and against any taxes that may at any time be asserted against any such Person the Trustees, their directors, officers, employees and agents, the Trust or a Securityholder with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the transactions contemplated herein Trust or the issuance and in original sale of the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee)Securities, including any sales, gross receipts, general corporation, tangible and or intangible personal property, privilege privilege, or license taxes (butbut not, in the case of Fundingexcept as provided below, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) Property or federal or other income taxes, including franchise taxes measured by net income, arising out of the transactions contemplated by this Agreement or transfer taxes arising in connection with the transfer of the Securities), and reasonable costs and expenses in defending against the same. (iib) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacityTrustees, and the their directors, officers, directors, employees and agents of Funding agents, the Trust and the Interim Eligible Lender Trustee Securityholders from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out of, liability or imposed upon such Person through, SLM ECFC’s expense incurred by reason of (i) the Seller's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under these Master Termshereunder, or by reason of reckless disregard of its the obligations and duties under these Master Termshereunder; or (ii) any action taken, or failed to be taken, by the Seller in respect of any portion of the Trust Property. (iiic) SLM ECFC shall be liable as primary obligor for, and The Seller shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its Trustees, their directors, officers, directors, employees and agents agents, the Trust and the Securityholders from and againstagainst any loss, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, liability or expense incurred by reason of the violation by the Seller of federal or state securities laws in connection with the registration or relating to these Master Termsthe sale of the Securities. (d) The Seller shall indemnify, defend and hold harmless the Trustees, their directors, officers, employees and agents, the other Basic DocumentsTrust and the Securityholders from and against any loss, liability or expense imposed upon, or incurred by, the acceptance Trustees, the Trust or performance the Securityholders as the result of the trusts and duties set forth herein and in failure of any Receivable conveyed by it to the Sale Agreement Trust hereunder, or the action or the inaction sale of the Interim Eligible Lender Trustee hereunderrelated Financed Vehicle, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: comply with all requirements of applicable law. (ae) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and 5.2 shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of the Trust or the earlier resignation or removal of the Owner Trustee or the Indenture Trustee. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made recipient thereafter shall collect any of such amounts from othersPersons other than the Seller, such Person the recipient shall promptly immediately upon receipt thereof repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, Sale Agreement -19- damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VL Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, VL Funding Purchase Agreement 21 or imposed upon such Person through, SLM ECFCVL Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVL Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Bluemont Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not Bluemont Funding Purchase Agreement 21 including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCBluemont Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCBluemont Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.. Purchase Agreement – Master (VG FUNDING) (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC WEF shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC WEF under these Master Terms this Purchase Agreement and each related Purchase Transfer Agreement. (i) SLM ECFC WEF shall indemnify, defend and hold harmless Funding the Depositor and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Depositor, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Fundingthe Depositor, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC WEF shall indemnify, defend and hold harmless Funding the Depositor and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding the Depositor and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCWEF’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Termsthis Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these Master Termsthis Purchase Agreement. (iii) SLM ECFC WEF shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthis Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, or (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms this Purchase Agreement or any Purchase Transfer Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCWEF, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Termsthis Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC WEF 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 SLM ECFCWEF, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Sale Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer, any Swap Counterparty and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective officers, directors, managers, employees and agents, for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such person from and against against, any and all taxes (other than any taxes imposed on the Transition Bondholders solely as a result of their ownership of the Transition Bonds) that may at any time be imposed on or asserted against any such Person with respect person under existing law as of any Transfer Date as a result of the sale, transfer, assignment and conveyance of the Transferred Bondable Transition Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Transferred Bondable Transition Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Transition Bonds, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege privilege, franchise or license taxes (butnot recovered by the Issuer through the Transition Bond Charge or through the Market Transition Charge, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any Transition Bond, it being understood that the Transition Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Trustee. (c) The Seller shall indemnify the Issuer, any Swap Counterparty and as of the date ofTrustee, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for itself and on behalf of Fundingthe Transition Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) their respective officers, directors, managers, employees and costs agents, for, and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon each such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents person from and against, (i) any and all costs, expenses, losses, claims, damages, obligations amounts of principal of and liabilities arising out of, incurred interest on the Transition Bonds (including amounts owed to Holders of any floating rate Transition Bonds) not paid when due or when scheduled to be paid in connection accordance with or relating to these Master Terms, their terms and the other Basic Documents, the acceptance or performance amount of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except any deposits to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due Issuer required to have been made in accordance with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any terms of the Basic Documents; Documents or (c) shall arise from the Financing Order which are not made when so required, in each case as a result of the Seller's breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or warranties made covenants contained in its individual capacity set forth in these Master Terms this Sale Agreement, and (ii) any and all liabilities, obligations, claims, actions, suits or any Purchase Agreement. In the event payments of any claimkind whatsoever that may be imposed on or asserted against any such Person, action other than any liabilities, obligations or proceeding for which indemnity will be sought pursuant to this paragraphclaims for, or payments of, principal of, or interest on, the Interim Eligible Lender Trustee’s choice Transition Bonds, together with any reasonable costs and expenses incurred by such Person, as a result of legal counsel shall be subject to the approval Seller's breach of SLM ECFCany of its representations, which approval shall not be unreasonably withheld. warranties or covenants contained in this Sale Agreement. (d) Indemnification under this Section 9 5.01 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, this Sale Agreement and shall include reasonable fees and expenses of counsel investigation and expenses of litigationlitigation (including reasonable attorneys' fees and expenses). If SLM ECFC The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section and 5.01 for any changes in law after the Person to or on behalf Transfer Date. (e) The indemnification obligation of whom such payments are made thereafter the Seller under this Section 5.01 shall collect any be pari passu with all other general unsecured obligations of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interestthe Seller.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC Wachovia Bank shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC Wachovia Bank under these Master Terms this Purchase Agreement and each related Purchase Transfer Agreement. (i) SLM ECFC Wachovia Bank shall indemnify, defend and hold harmless Funding the Depositor and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Depositor, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Fundingthe Depositor, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC Wachovia Bank shall indemnify, defend and hold harmless Funding the Depositor and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding the Depositor and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCWachovia Bank’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Termsthis Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these Master Termsthis Purchase Agreement. (iii) SLM ECFC Wachovia Bank shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthis Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, or (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms this Purchase Agreement or any Purchase Transfer Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCWachovia Bank, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Termsthis Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC Wachovia Bank 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 SLM ECFCWachovia Bank, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC ELC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC ELC under these Master Terms and each related Purchase Agreement. (i) SLM ECFC ELC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC ELC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s ELC's willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Terms or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC ELC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s 's choice of legal counsel shall be subject to the approval of SLM ECFCELC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC ELC shall have made any indemnity payments pursuant to this Section 9 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 SLM ECFCELC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement, and each related Purchase Agreement.hereby agrees to the following: (ia) SLM ECFC The Seller shall indemnify, defend defend, and hold harmless Funding the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents Residual Interestholder 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 Interim Eligible Lender Trustee)loss, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege liability or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as expense incurred by reason of the date of, Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Purchased Loans to Notes. (b) The Seller will pay any and all taxes levied or assessed upon the Interim Eligible Lender Trustee on behalf of Funding, Issuer or asserted with respect to ownership upon all or any part of the Trust Student Loans) and costs and expenses in defending against the sameEstate. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 5.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Termsthis Agreement and will include, and shall include without limitation, reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller 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 SLM ECFCthe Seller, without interest. 18 Sale and Servicing Agreement (2006-2) (d) The Seller’s obligations under this Section 5.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller 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 Seller. 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 Seller), 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.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Town Hall Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCTown Hall Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Purchase Agreement – Master (TOWN HALL FUNDING) 22 Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCTown Hall Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s 's choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Agreement Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of Town Center Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Purchase Agreement — Master (TOWN CENTER FUNDING) such income taxes arising out of fees paid to the Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCTown Center Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCTown Center Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.. Purchase Agreement — Master (TOWN CENTER FUNDING)

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for the benefit of and on behalf of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants made in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller 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 SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.. Purchase Agreement - Master (VG FUNDING) (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer and the Trustee, for itself and on behalf of the Securitization Bondholders, and each of the Issuer's and the Trustee's respective officers, directors, managers, employees and agents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such Person from and against against, any and all taxes (other than any taxes imposed on Securitization Bondholders solely as a result of their ownership of Securitization Bonds) that may at any time be imposed on or asserted against any such Person with respect under existing law as of any Transfer Date as a result of the sale and assignment of the Securitization Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Securitization Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Securitization Bonds, including any sales, gross receipts, general corporation, tangible and intangible single business, personal property, privilege privilege, franchise or license taxes (buttaxes, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any Securitization Bond, it being understood that the Securitization Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Trustee. (c) The Seller shall indemnify the Issuer and as of the date ofTrustee, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for itself and on behalf of Fundingthe Securitization Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) Issuer's and costs the Trustee's respective officers, directors, managers, employees and expenses in defending against the same. (ii) SLM ECFC shall indemnifyagents for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon each such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents from and against, (i) any and all costs, expenses, losses, claims, damages, obligations amounts of principal of and liabilities arising out of, incurred interest on the Securitization Bonds not paid when due or when scheduled to be paid in connection accordance with or relating to these Master Terms, their terms and the other Basic Documents, the acceptance or performance amount of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except any deposits to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due Issuer required to have been made in accordance with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any terms of the Basic Documents; or (c) shall arise from Documents which are not made when so required, in each case as a result of the Seller's breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or covenants contained in this Agreement, and (ii) any and all liabilities, obligations, claims, actions, suits or payments of any kind whatsoever that may be imposed on or asserted against any such Person, other than any liabilities, obligations or claims for or payments of principal of or interest on the Securitization Bonds, together with any reasonable costs and expenses incurred by such Person, as a result of the Seller's breach of any of its representations, warranties made or covenants contained in its individual capacity set forth in these Master Terms this Agreement. (d) The Seller shall pay any and all taxes levied or assessed upon all or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal part of the Interim Eligible Lender Trustee and Issuer's property or assets based on existing law as of the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC 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 SLM ECFC, without interestTransfer Date.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC Wachovia Bank shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC Wachovia Bank under these Master Terms this Purchase Agreement and each related Purchase Transfer Agreement. (i) SLM ECFC Wachovia Bank shall indemnify, defend and hold harmless Funding the Depositor and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Depositor, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Fundingthe Depositor, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC Wachovia Bank shall indemnify, defend and hold harmless Funding the Depositor and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding the Depositor and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCWachovia Bank’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Termsthis Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these Master Termsthis Purchase Agreement. (iii) SLM ECFC Wachovia Bank shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthis Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms this Purchase Agreement or any Purchase Transfer Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCWachovia Bank, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Termsthis Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC Wachovia Bank 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 SLM ECFCWachovia Bank, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible Purchase Agreement - Master (VG FUNDING) personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.. Purchase Agreement - Master (VG FUNDING)

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC under these Master Terms and each related Purchase Agreement. (i) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Purchase Agreement – Master (SLM ECFC) 18 Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC 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 SLM ECFC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for the benefit of and on behalf of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Sale Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants made in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller 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 SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement, and each related Purchase Agreement.hereby agrees to the following: (ia) SLM ECFC The Seller shall indemnify, defend defend, and hold harmless Funding the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents Residual Interestholder 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 Interim Eligible Lender Trustee)loss, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege liability or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as expense incurred by reason of the date of, Seller's violation of federal or State securities laws in connection with the registration or the sale of the Purchased Loans to Notes. (b) The Seller will pay any and all taxes levied or assessed upon the Interim Eligible Lender Trustee on behalf of Funding, Issuer or asserted with respect to ownership upon all or any part of the Trust Student Loans) and costs and expenses in defending against the sameEstate. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 3.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Terms, this Agreement and shall will Sale Agreement (2005-WF1) 4 include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller has made any indemnity payments pursuant to this Section 3.2 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 SLM ECFCthe Seller, without interest. (d) The Seller's obligations under this Section 3.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, by entering into or accepting this Agreement, acknowledges and agrees that it has no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer 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 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 Seller), 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 further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 3.2(d) and the terms of this Section 3.2(d) may be enforced by an action for specific performance. The provisions of this Section 3.2(d) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VL Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVL Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.. VL Funding Purchase Agreement 21 (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVL Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC 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 SLM ECFC, without interest.’s

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as Purchase Agreement – Master (VG FUNDING) applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC ELC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC ELC under these Master Terms and each related Purchase Agreement. (i) SLM ECFC ELC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC ELC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCELC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Terms or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC ELC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCELC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC ELC shall have made any indemnity payments pursuant to this Section 9 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 SLM ECFCELC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC SLMA shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC SLMA under these Master Terms and each related Purchase Agreement. (i) SLM ECFC SLMA shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC SLMA shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCSLMA’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Terms or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC SLMA shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCSLMA, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC SLMA shall have made any indemnity payments pursuant to this Section 9 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 SLM ECFCSLMA, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC under these Master Terms and each related Purchase Agreement. (ia) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and Trustees, their directors, officers, directors, employees and agents agents, the Trust and the Securityholders from and against any taxes that may at any time be asserted against any such Person the Trustees, their directors, officers, employees and agents, the Trust or a Securityholder with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the transactions contemplated herein Trust or the issuance and in original sale of the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee)Securities, including any sales, gross receipts, general corporation, tangible and or intangible personal property, privilege privilege, or license taxes (butbut not, in the case of Fundingexcept as provided below, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) Property or federal or other income taxes, including franchise taxes measured by net income, arising out of the transactions contemplated by this Agreement or transfer taxes arising in connection with the transfer of the Securities), and reasonable costs and expenses in defending against the same. (iib) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacityTrustees, and the their directors, officers, directors, employees and agents of Funding agents, the Trust and the Interim Eligible Lender Trustee Securityholders from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out of, liability or imposed upon such Person through, SLM ECFC’s expense incurred by reason of (i) the Seller's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under these Master Termshereunder, or by reason of reckless disregard of its the obligations and duties under these Master Termshereunder; or (ii) any action taken, or failed to be taken, by the Seller in respect of any portion of the Trust Property. (iiic) SLM ECFC shall be liable as primary obligor for, and The Seller shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its Trustees, their directors, officers, directors, employees and agents agents, the Trust and the Securityholders from and againstagainst any loss, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, liability or expense incurred by reason of the violation by the Seller of federal or state securities laws in connection with the registration or relating to these Master Termsthe sale of the Securities. (d) The Seller shall indemnify, defend and hold harmless the Trustees, their directors, officers, employees and agents, the other Basic DocumentsTrust and the Securityholders from and against any loss, liability or expense imposed upon, or incurred by, the acceptance Trustees, the Trust or performance the Securityholders as the result of the trusts and duties set forth herein and in failure of any Receivable conveyed by it to the Sale Agreement Trust hereunder, or the action or the inaction sale of the Interim Eligible Lender Trustee hereunderrelated Financed Vehicle, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: comply with all requirements of applicable law. (ae) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and 6.2 shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of the Trust or the earlier resignation or removal of the Owner Trustee or the Indenture Trustee. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made recipient thereafter shall collect any of such amounts from othersPersons other than the Seller, such Person the recipient shall promptly immediately upon receipt thereof repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC SLC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC SLC under these this Master Terms Purchase Agreement and each related Purchase Agreement. (i) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of FundingSLC Receivables, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of FundingSLC Receivables, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC SLC shall indemnify, defend and hold harmless Funding SLC Receivables and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding SLC Receivables and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s SLC's willful misfeasance, bad faith or gross negligence in the performance of its duties under these this Master TermsTerms Purchase Agreement, or by reason of reckless disregard of its obligations and duties under these this Master TermsTerms Purchase Agreement. (iii) SLM ECFC SLC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these this Master TermsTerms Purchase Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these this Master Terms Purchase Agreement or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s 's choice of legal counsel shall be subject to the approval of SLM ECFCSLC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these this Master TermsTerms Purchase Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC SLC 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 SLM ECFCSLC, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Sale Agreement Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these this Master Terms Loan Sale Agreement and each related Purchase AgreementBill of Sale. (i) SLM ECFC A. The Seller shall indemnify, defend and hold harmless Funding the Department and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents in their individual capacity from and against any taxes that may at any time be asserted against any such Person 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 Interim Eligible Lender Trustee)documents related hereto, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC B. In addition to the indemnity of the Department set forth in Section 7A hereof, the Seller shall indemnify, defend and hold harmless Funding the Department and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee in their individual capacity, from and against liability for any and all costs, expensesexpenses (including, without limitation, costs and expenses of litigation and of investigation counsel fees, damages, judgments and amounts paid in settlement), losses, claims, damages and liabilities arising out of, or imposed upon such Person person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: Trustee’s (aif applicable) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee performance of its covenants in respective duties under this Agreement, or by reason of its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties, covenants or warranties made in its individual capacity set forth in these Master Terms other obligations or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification duties under this Agreement. C. The obligation to indemnify under Section 9 7 and this Section 10 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these this Master TermsLoan Sale Agreement, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person 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 SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms and each related Purchase this Sale Agreement. (ib) SLM ECFC The Seller shall indemnifyindemnify the Issuer, any Swap Counterparty and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective officers, directors, managers, employees and agents, for, and defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents each such person from and against against, any and all taxes (other than any taxes imposed on the Transition Bondholders solely as a result of their ownership of the Transition Bonds) that may at any time be imposed on or asserted against any such Person with respect person under existing law as of any Transfer Date as a result of the sale, transfer, assignment and conveyance of the Transferred Bondable Transition Property by the Seller to the transactions contemplated herein Issuer, the acquisition or holding of the Transferred Bondable Transition Property by the Issuer or the issuance and in sale by the other Basic Documents (except any such income taxes arising out Issuer of fees paid to the Interim Eligible Lender Trustee)Transition Bonds, including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege privilege, franchise or license taxes (butnot recovered by the Issuer through the Transition Bond Charge or through the Market Transition Charge, in the case of Funding, not including but excluding any taxes asserted imposed as a result of a failure of such person to properly withhold or remit taxes imposed with respect toto payments on any Transition Bond, it being understood that the Transition Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Trustee. (c) The Seller shall indemnify the Issuer, any Swap Counterparty and as of the date ofTrustee, the sale of the Purchased Loans to the Interim Eligible Lender Trustee for itself and on behalf of Fundingthe Transition Bondholders, or asserted with respect to ownership and each of the Trust Student Loans) their respective officers, directors, managers, employees and costs agents, for, and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon each such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity and its officers, directors, employees and agents person from and against, (i) any and all costs, expenses, losses, claims, damages, obligations amounts of principal of and liabilities arising out of, incurred interest on the Transition Bonds (including amounts owed to Holders of any floating rate Transition Bonds) not paid when due or when scheduled to be paid in connection accordance with or relating to these Master Terms, their terms and the other Basic Documents, the acceptance or performance amount of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except any deposits to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due Issuer required to have been made in accordance with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any terms of the Basic Documents; Documents or (c) shall arise from the Financing Order which are not made when so required, in each case as a result of the Seller's breach by the Interim Eligible Lender Trustee of any of its representations representations, warranties or warranties made covenants contained in its individual capacity set forth in these Master Terms this Sale Agreement, and (ii) any and all liabilities, obligations, claims, actions, suits or any Purchase Agreement. In the event payments of any claimkind whatsoever that may be imposed on or asserted against any such Person, action other than any liabilities, obligations or proceeding for which indemnity will be sought pursuant to this paragraphclaims for, or payments of, principal of, or interest on, the Interim Eligible Lender Trustee’s choice Transition Bonds, together with any reasonable costs and expenses incurred by such Person, as a result of legal counsel shall be subject to the approval Seller's breach of SLM ECFCany of its representations, which approval shall not be unreasonably withheld. warranties or covenants contained in this Sale Agreement. (d) Indemnification under this Section 9 5.01 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, this Sale Agreement and shall include reasonable fees and expenses of counsel investigation and expenses of litigationlitigation (including reasonable attorneys' fees and expenses). If SLM ECFC The Seller shall have made not indemnify any indemnity payments pursuant to party under this Section and 5.01 for any changes in law after the Person to or on behalf Transfer Date. (e) The indemnification obligation of whom such payments are made thereafter the Seller under this Section 5.01 shall collect any be pari passu with all other general unsecured obligations of such amounts from others, such Person shall promptly repay such amounts to SLM ECFC, without interestthe Seller.

LIABILITY OF THE SELLER; INDEMNITIES. [SLM ECFC or VG Funding] shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by [SLM ECFC or VG Funding] under these Master Terms and each related Purchase Agreement. (i) [SLM ECFC or VG Funding] shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) [SLM ECFC or VG Funding] shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding Funding, and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, [SLM ECFC’s or VG Funding’s] willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) [SLM ECFC or VG Funding] shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of [SLM ECFCECFC or VG Funding], which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If [SLM ECFC or VG Funding] 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 [SLM ECFCECFC or VG Funding], without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement and each related Purchase Agreementshall have no other obligations or liabilities hereunder. (ib) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in Trustee, its individual capacity and their directors, officers, directors, employees and agents agents, the Trust and the Certificateholders from and against any taxes that may at any time be asserted against any such Person the Trustee, its directors, officers, employees and agents, the Trust or a Certificateholder with respect to, and as of the date of, the sale, transfer and assignment of the Trust Property to the transactions contemplated herein Trust or the issuance and in original sale of the other Basic Documents (except any such income taxes arising out of fees paid to the Interim Eligible Lender Trustee)Certificates, including any sales, gross receipts, general corporation, tangible and or intangible personal property, privilege privilege, or license taxes (but, in the case of Funding, but not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) Property or federal or other income taxes, including franchise taxes measured by net income, arising out of the transactions contemplated by this Agreement or transfer taxes arising in connection with the transfer of the Certificates), and reasonable costs and expenses in defending against the same. (iic) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in Trustee, its individual capacitydirectors, and the officers, directors, employees and agents of Funding agents, the Trust and the Interim Eligible Lender Trustee Certificateholders from and against any and all costsloss, expenses, losses, claims, damages and liabilities arising out of, liability or imposed upon such Person through, SLM ECFC’s expense incurred by reason of (i) the Seller's willful misfeasance, bad faith faith, or gross negligence in the performance of its duties under these Master Termshereunder, or by reason of reckless disregard of its the obligations and duties under these Master Termshereunder; or (ii) any action taken, or failed to be taken, by the Seller in respect of any portion of the Trust Property. (iiid) SLM ECFC shall be liable as primary obligor for, and The Seller shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in Trustee, its individual capacity and its directors, officers, directors, employees and agents agents, the Trust and the Certificateholders from and againstagainst any loss, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, liability or expense incurred by reason of the violation by the Seller of federal or state securities laws in connection with the registration or relating to these Master Termsthe sale of the Certificates. (e) The Seller shall indemnify, defend and hold harmless the Trustee, its directors, officers, employees and agents, the other Basic DocumentsTrust and the Certificateholders from and against any loss, liability or expense imposed upon, or incurred by, the acceptance Trustee, the Trust or performance the Certificateholders as the result of the trusts and duties set forth herein and in failure of any Receivable conveyed by it to the Sale Agreement Trust hereunder, or the action or the inaction sale of the Interim Eligible Lender Trustee hereunderrelated Financed Vehicle, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: comply with all requirements of applicable law. (af) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and 7.2 shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of the Trust or the earlier resignation or removal of the Trustee. If SLM ECFC the Seller shall have made any indemnity payments to the Trustee pursuant to this Section 7.2 and the Person to or on behalf of whom such payments are made Trustee thereafter shall collect any of such amounts from othersPersons other than the Seller, such Person the Trustee shall promptly immediately upon receipt thereof repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, Sale Agreement – No. 1 and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Sale Terms or any Purchase Sale Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCthe Seller, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, Sale Terms and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf for the benefit of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to SLM ECFCthe Seller, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Terms this Agreement, and each related Purchase Agreement.hereby agrees to the following: (ia) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFC’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC shall be liable as primary obligor for, and The Seller shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and its officers, directors, employees and agents the Certificateholder from and againstagainst any loss, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, liability or expense incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or relating to these Master Terms, the other Basic Documents, the acceptance or performance sale of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, Notes. (b) shall arise from The Seller will pay any breach by and all taxes levied or assessed upon the Interim Eligible Lender Trustee of its covenants in its individual capacity made under Issuer or upon all or any part of the Basic Documents; or Trust Estate. (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall 3.2 will survive the resignation or removal of the Interim Eligible Lender Owner Trustee or the Indenture Trustee and the termination of these Master Termsthis Agreement and will include, and shall include without limitation, reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC shall have the Seller has made any indemnity payments pursuant to this Section 3.2 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 SLM ECFCthe Seller, without interest. (d) The Seller’s obligations under this Section 3.2 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, 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 Seller. 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 Seller), 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 3.2(d) and the terms of this Section 3.2(d) may be enforced by an action for specific performance. The provisions of this Section 3.2(d) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms.. Purchase Agreement – Master (VG FUNDING) 21 (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Seller under these Master Sale Terms and each related Purchase Sale Agreement. (i) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Fundingthe Purchaser, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf for the benefit of Fundingthe Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Seller shall indemnify, defend and hold harmless Funding the Purchaser and the Interim Eligible Lender Trustee in its individual capacity, capacity and the their officers, directors, employees and agents of Funding the Purchaser and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCthe Seller’s willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, Sale Terms or by reason of reckless disregard of its obligations and duties under these Master Sale Terms. (iii) SLM ECFC The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Termsthe Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunder, except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFC, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and the termination of these Master Terms, and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC 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 SLM ECFC, without interest.,

LIABILITY OF THE SELLER; INDEMNITIES. SLM ECFC The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by SLM ECFC the Servicer on behalf of VG Funding under these Master Terms and each related Purchase Agreement. (i) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee provided in Section 3.6 of the Servicing Agreement shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity 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 Interim Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of Funding, not including any taxes asserted with respect to, and as of the date of, the sale of the Purchased Loans to the Interim Eligible Lender Trustee on behalf of Funding, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall indemnify, defend and hold harmless Funding and the Interim Eligible Lender Trustee in its individual capacity, and the officers, directors, employees Purchase Agreement - Master (VG FUNDING) and agents of Funding and the Interim Eligible Lender Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, SLM ECFCVG Funding’s or the Servicer’s, as applicable, willful misfeasance, bad faith or gross negligence in the performance of its duties under these Master Terms, or by reason of reckless disregard of its obligations and duties under these Master Terms. (iii) SLM ECFC The Servicer, in consideration for continuing to receive the servicing fee shall be liable as primary obligor for, and shall indemnify, defend and hold harmless the Interim Eligible Lender Trustee in its individual capacity 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 these Master Terms, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in the Sale Agreement or the action or the inaction of the Interim Eligible Lender Trustee hereunderhereunder (except in connection with the representations and warranties of the Servicer herein, in respect of which the Servicer shall provide such indemnification), except to the extent that such cost, expense, loss, claim, damage, obligation or liability: (a) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim Eligible Lender Trustee, (b) shall arise from any breach by the Interim Eligible Lender Trustee of its covenants in its individual capacity made under any of the Basic Documents; or (c) shall arise from the breach by the Interim Eligible Lender Trustee of any of its representations or warranties made in its individual capacity set forth in these Master Terms or any Purchase Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Interim Eligible Lender Trustee’s choice of legal counsel shall be subject to the approval of SLM ECFCVG Funding and the Servicer, which approval shall not be unreasonably withheld. Indemnification under this Section 9 shall survive the resignation or removal of the Interim Eligible Lender Trustee and Trustee, the termination of these Master Terms, and the resignation or removal of the Servicer (unless any successor servicer agrees in writing to assume the obligations of the Servicer under this Section 9) and shall include reasonable fees and expenses of counsel and expenses of litigation. If SLM ECFC the Servicer 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 SLM ECFCthe Servicer, without interest.