Common use of Liability of the Seller Clause in Contracts

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) Indemnification under this Section 3.3 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents. If the Seller has made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents 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 in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d) and the terms of this Section 3.3(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Delaware Trustee, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State state securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Delaware Trustee, the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation (including those incurred in connection with the enforcement of any action, claim or suit brought to enforce the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentsright to indemnification). If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 Servicer, the Delaware Trustee, 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 Delaware Trustee, the Indenture Trustee or the Owner Trustee either (i) asserts an interest in, claim to or benefit in or from from, Other Assets or (ii) is deemed to have any such interest in, 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 Delaware Trustee, the Indenture Trustee or the Owner Trustee further acknowledges and agrees that any such interest in, claim to or benefit in or from from, Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities liabilities, 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 Delaware Trustee, 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 3.3(d3.2(e) and the terms of this Section 3.3(d3.2(e) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(e) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents 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 in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d3.2(d) and the terms of this Section 3.3(d3.2(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents. If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents 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 in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d3.2(d) and the terms of this Section 3.3(d3.2(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d3.2(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. ‌ (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) Indemnification under this Section 3.3 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents. If the Seller has made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents 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 Grantor Trust, the Servicer, the Indenture Trustee, the Grantor Trust 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 Grantor Trust, the Servicer, the Indenture Trustee or the Owner Trustee, the Grantor Trust Trustee either (i) asserts an interest in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 Grantor Trust, the Servicer, the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee further acknowledges and agrees that any such interest in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 Agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Grantor Trust, the Servicer, the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 3.3(d3.3(b) and the terms of this Section 3.3(d3.3(b) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.3(b) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State state securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 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 in, claim to or benefit in or from from, Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from from, Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities liabilities, 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 3.3(d3.2(e) and the terms of this Section 3.3(d3.2(e) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(e) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Delaware Trustee, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State state securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Delaware Trustee, the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation (including those incurred in connection with the enforcement of any action, claim or suit brought to enforce the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentsright to indemnification). If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 Servicer, the Delaware Trustee, 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 Delaware Trustee, the Indenture Trustee or the Owner Trustee either (i) asserts an interest in, claim to or benefit in or from from, Other Assets or (ii) is deemed to have any such interest in, 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 Delaware Trustee, the Indenture Trustee or the Owner Trustee further acknowledges and agrees that any such interest in, claim to or benefit in or from from, Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities liabilities, 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 Delaware Trustee, 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 3.3(d3.2(e) and the terms of this Section 3.3(d3.2(e) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(e) will be for the third-third party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. The Retained Interest Lender hereby acknowledges and agrees that:‌ (a) The Seller shall be liable in accordance herewith under the Transaction Documents only to the extent of the obligations specifically undertaken by the Seller under this Agreementthe Transaction Documents. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) Indemnification under this Section 3.3 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents. If the Seller has made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents are obligations solely of the Issuer and, and no obligation of the Issuer or 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 Grantor Trust, the Servicer, the Indenture Trustee, the Grantor Trust 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 Retained Interest Lender, the Issuer, the Grantor Trust, the Servicer, the Indenture Trustee or the Owner Trustee, the Grantor Trust Trustee either (i) asserts an interest in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 Retained Interest Lender, the Issuer, the Grantor Trust, the Servicer, the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee further acknowledges and agrees that any such interest in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 Retained Interest Lender, the Issuer, the Grantor Trust, the Servicer, the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 3.3(d) [4.3(b)] and the terms of this Section 3.3(d) [4.3(b)] may be enforced by an action for specific performance. The provisions of this Section 3.3(d) [4.3(b)] will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State state securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation (including those incurred in connection with the enforcement of any action, claim or suit brought to enforce the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentsright to indemnification). If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 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 in, claim to or benefit in or from from, Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from from, Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities liabilities, 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 3.3(d3.2(e) and the terms of this Section 3.3(d3.2(e) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(e) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 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 inor claim to, claim to or benefit in or from from, Other Assets Assets, or (ii) is deemed to have any such interest ininterest, claim to 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 ininterest, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d3.2(e) and the terms of this Section 3.3(d3.2(e) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(e) will be for the third-third party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State state securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 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 in, claim to or benefit in or from from, Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from from, Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities liabilities, 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 3.3(d3.2(e) and the terms of this Section 3.3(d3.2(e) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(e) will be for the third-third party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 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 in, claim to or benefit in or from from, Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from from, Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d3.2(e) and the terms of this Section 3.3(d3.2(e) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(e) will be for the third-third party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller INDEMNITIES SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller SLM ECFC under this these Master Terms and each related Purchase Agreement. (bi) The Seller SLM ECFC shall indemnify, defend, defend and hold harmless Funding and the IssuerInterim 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 Owner 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 Indenture 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 lossand all costs, liability expenses, losses, claims, damages and liabilities arising out of, or expense 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. (including reasonable attorneys’ fees iii) SLM ECFC shall be liable as primary obligor for, and expenses shall indemnify, defend and court costs hold harmless the Interim Eligible Lender Trustee in its individual capacity and any losses 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 a successful defenseor relating to these Master Terms, in whole the other Basic Documents, the acceptance or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason performance of the Seller’s violation of federal or State securities laws trusts and duties set forth herein and in connection with the registration Sale Agreement or the sale action or the inaction of the Notes. 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 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 3.3 will 9 shall survive the resignation or removal of the Owner Trustee or the Indenture Interim Eligible Lender Trustee and the termination or assignment of this Agreement these Master Terms and will include, without limitation, shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has SLM ECFC shall have made any indemnity payments pursuant to this Section 3.3 9 and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person will shall promptly repay such amounts to the SellerSLM ECFC, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents 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 in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d) and the terms of this Section 3.3(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The 7.1 Except as expressly otherwise provided in this Agreement, and subject to the limitations of liability set out herein, the Seller shall be liable in accordance herewith only to Purchaser and the Company for all Damages (whereby such loss or damage to the extent possible will be treated as a reduction to the Purchase Price) and will indemnify and hold Purchaser and the Company harmless against all actions, claims, costs and expenses (including reasonable fees of legal and other advisors) in the event that one or more of the Warranties shall be incorrect or incomplete or misleading, or in the event Seller acts in breach of the Indemnities or any of its other obligations specifically undertaken by the Seller pursuant to this Agreement, without limiting or precluding any other rights or remedies which Purchaser may have under this AgreementAgreement or the Law. 7.2 Instead of compensating Purchaser for Damages, Purchaser may, in its sole discretion, require Seller to bring the Company in the same situation (financially or, at the option of Purchaser, otherwise) which would have existed if the fact or circumstance which causes a Warranty to be incorrect or incomplete or misleading or the breach of Indemnity or other obligation would not have occurred. 7.3 In case of a claim of Purchaser or the Company for breach of one or more of the Warranties: (a) Seller will be liable in respect of any claim to the extent that any matter, fact, circumstance or event giving rise to such Claim was not Disclosed; (b) the aggregate liability of Seller in respect of Damages shall not exceed an amount equal to 100% of the Purchase Price; (c) no liability shall attach to Seller to the extent a specific provision in respect of the matter giving rise to the claim shall have been made in the Accounts; (d) Seller will not be liable to the extent the Damages were caused or aggravated as a direct consequence of a willful and wrongful act or omission on the part of Purchaser; (e) in assessing any liabilities, Damages or other amounts recoverable by Purchaser and/or the Company and any tax benefit obtained directly in consequence of the matter which gives rise to such liability by the Company and/or Purchaser within the fiscal year that the fact or circumstance that gives rise to the liability has occurred shall be taken into account; and (f) no liability shall attach to Seller in the event the liability as a result of an individual claim does not exceed EUR 15,000 (a “Ranking Claim”) and the aggregate of all Ranking Claims does not exceed EUR 60,000. Any individual claims relating to the same set of circumstances shall altogether be treated as one individual claim for the purpose of this Article; in case the above-mentioned thresholds are exceeded, Seller shall be liable for the full amount and not only for the excess. 7.4 The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred not be liable in connection with a successful defense, in whole or part, respect of any claim that if and to the Indenture Trustee breached its standard extent such claim has arisen as a result of, is attributable to, or is increased by: (a) any voluntary act or omission after Completion by any member of care and legal fees and expenses incurred in actions against the indemnifying partyPurchaser’s Group or any person whose act or omission may be attributed to any member of the Purchaser’s Group, except, for the avoidance of doubt, where such act or omission is required is required to comply with applicable Law; (b) incurred any voluntary act or omission prior to Completion by reason any member of the Seller’s violation of federal Group at the request or State securities laws in connection with the registration or the sale prior written consent of the Notes.Purchaser or pursuant to this Agreement; (c) Indemnification under this Section 3.3 will survive the resignation fulfilment by the Company of its legal or removal of contractual obligations to the Owner Trustee or extent Disclosed, provided, where the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents. If the Seller has made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf of whom such payments contractual obligations are made thereafter collects any of such amounts from othersconcerned, such Person will promptly repay such amounts to obligations were due at the Seller, without interest.time; (d) The any change after Completion in Tax or accounting policies, bases, practices, or methods applied in preparing any accounts or valuing any assets or liabilities of the Company, other than a change required by any Law (including any Tax Law) in effect prior to the date of this Agreement; or (e) any change or enactment of Law coming into effect after the date of this Agreement (whether or not taking effect retroactively) or any change in the interpretation of existing Law since that date. 7.5 Purchaser’s right to claim for breach of one or more of the Warranties lapses after 24 months after the Completion Date, provided that: (a) with respect to the Warranties relating to Taxes, Purchaser’s right to claim lapses through expiry of the period relevant to such Taxes under the applicable statute of limitations plus six months; and (b) with respect to warranties related to Articles 1 (Seller’s obligations Authority), 2 (Shares), 3 (Company) and 10 (environmental matters) of the Warranties, Purchaser’s right to claim lapses 5 (in words: five) years after the Completion Date, unless prior to the relevant expiry date notice of a (contingent) claim has been given in writing by Purchaser to Seller in which case the expiry will not be effective with regard to the claims thus notified. 7.6 The limitations of liability of Seller as set out in this Agreement shall not apply to the liability of the Seller, in the event of fraud (bedrog), intentional recklessness (bewuste roekeloosheid), wilful misconduct (opzettelijk wanpresteren) of the Seller. 7.7 The Purchaser and the Company shall not be entitled to recover from the Seller more than once in respect of the same facts and circumstance, even if such facts or circumstances result in a breach of more than one (1) Warranty. 7.8 The Purchaser shall do all reasonable things and procure (as far as it is reasonably able) that the other members of the Purchaser’s Group shall do all reasonable things to mitigate any claim (whether or not they are obligated to do so by Law). 7.9 A discharge given to a managing director or other officer shall in no respect affect or prejudice the rights of the Purchaser under this Agreement and vis-à-vis the Seller. 7.10 If the Purchaser or any other Transaction Documents are obligations solely member of the Purchaser’s Group (including the Company) has a right to recover (including a right to recover from employees) or has been indemnified by any third party, including an insurer, in respect (in whole or in part) of a matter which has given rise to, or could give rise to, a Claim (a Right to Recover), the Purchaser shall notify the Seller of the Right to Recover as soon as possible; and will exercise and enforce, and ensure that each relevant member of the Purchaser’s Group exercises and enforces, each Right to Recover to the fullest extent possible. 7.11 The Seller shall not constitute be liable in respect of 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 Purchaser or any other member 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 Purchaser’s Group: (i) asserts an interest in, claim has recovered pursuant to or benefit in or from Other Assets or any Right to Recover; (ii) is deemed has a Right to Recover; or (iii) would have any such interest in, claim had a Right to Recover if the insurance policies effected by or for the 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 Company which are in effect as at the date of this Agreement had been maintained on no less favourable terms after Completion. 7.12 Where the Seller pays an amount to the Purchaser in respect of a claim and the Purchaser or any successor provision having similar effect under other member of the Bankruptcy Code), then Purchaser’s Group subsequently obtains a Right to Recover which relates (in whole or in part) to the Issuermatter that gave rise to such claim, the Servicer, Purchaser shall as soon as reasonably possible notify the Indenture Trustee or Seller thereof and: (i) procure that the Owner Trustee further acknowledges relevant members of the Purchaser’s Group exercise and agrees that any enforce such interest in, claim Right to or benefit Recover in or from Other Assets is full; and will be expressly subordinated (ii) pay to the indefeasible payment in full of the other obligations and liabilities whichSeller any amount so recovered or, under the terms of if less, repay the relevant documents relating amount paid 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 3.3(d) and the terms of this Section 3.3(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid Purchaser by the Seller, shall be paid by the Issuer in accordance with Section 8.5(aeither case within 10 (ten) Business Days after receipt of the Indenturerecovered amount.

Liability of the Seller. (a) INDEMNITIES ------------------------------------ The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Master Terms Sale Agreement and each related Sale Agreement. (bi) The Seller shall indemnify, defend, defend and hold harmless the IssuerPurchaser and the 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 Eligible Lender Trustee), including any sales, gross receipts, general corporation, tangible and intangible personal property, privilege or license taxes (but, in the case of the Purchaser, not including any taxes asserted with respect to, and as of the date of, the Owner sale of the Purchased Loans to the Eligible Lender Trustee for the benefit of the Purchaser, or asserted with respect to ownership of the Trust Student Loans) and costs and expenses in defending against the same. (ii) The Seller shall indemnify, defend and hold harmless the Purchaser and the Indenture Eligible Lender Trustee in its individual capacity and their officers, directors, employees and agents of the Purchaser and the Eligible Lender Trustee from and against any lossand all costs, liability expenses, losses, claims, damages and liabilities arising out of, or expense imposed upon such Person through, the Seller's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Master Terms Sale Agreement or by reason of reckless disregard of its obligations and duties under this Master Terms Sale Agreement. (including reasonable attorneys’ fees iii) The Seller shall be liable as primary obligor for, and expenses shall indemnify, defend and court costs hold harmless the Eligible Lender Trustee in its individual capacity and any losses 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 a successful defenseor relating to the Sale Agreement, the other Basic Documents, the acceptance or performance of the trusts and duties set forth herein and in whole the Sale Agreement or partthe action or the inaction of the 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 Eligible Lender Trustee, (b) shall arise from any breach by the Eligible Lender Trustee of its covenants in its individual capacity under any of the Basic Documents; or (c) shall arise from the breach by the Eligible Lender Trustee of any claim that of its representations or warranties in its individual capacity set forth in this Master Terms Sale Agreement or any Sale Agreement. In the Indenture Trustee breached its standard event of care and any claim, action or proceeding for which indemnity will be sought pursuant to this paragraph, the Eligible Lender Trustee's choice of legal fees and expenses incurred in actions against counsel shall be subject to the indemnifying party) incurred by reason approval of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) , which approval shall not be unreasonably withheld. Indemnification under this Section 3.3 will 9 shall survive the resignation or removal of the Owner Trustee or the Indenture Eligible Lender Trustee and the termination or assignment of this Master Terms Sale Agreement and will include, without limitation, shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has shall have made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf for the benefit of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person will shall promptly repay such amounts to the Seller, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents 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 in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d) and the terms of this Section 3.3(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller INDEMNITIES SLM ECFC shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller SLM ECFC under this these Master Terms and each related Purchase Agreement. (bi) The Seller SLM ECFC shall indemnify, defend, defend and hold harmless Funding and the IssuerInterim 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 Owner 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 Indenture 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 lossand all costs, liability expenses, losses, claims, damages and liabilities arising out of, or expense 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. (including reasonable attorneys’ fees iii) SLM ECFC shall be liable as primary obligor for, and expenses shall indemnify, defend and court costs hold harmless the Interim Eligible Lender Trustee in its individual capacity and any losses 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 a successful defenseor relating to these Master Terms, in whole the other Basic Documents, the acceptance or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason performance of the Seller’s violation of federal or State securities laws trusts and duties set forth herein and in connection with the registration Sale Agreement or the sale action or the inaction of the Notes. 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 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 3.3 will 9 shall survive the resignation or removal of the Owner Trustee or the Indenture Interim Eligible Lender Trustee and the termination or assignment of this Agreement these Master Terms, and will include, without limitation, shall include reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has SLM ECFC shall have made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person will shall promptly repay such amounts to the SellerSLM ECFC, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents 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 in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d) and the terms of this Section 3.3(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Seller and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Seller shall remain obligated and liable to the Initial Purchaser for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer for any acts and omissions and to the same extent and under the same terms and conditions as if the Seller alone were servicing and administering the Mortgage Loans and any other transactions or services relating to the Mortgage Loans involving the Sub-Servicer shall be deemed to be between the Sub-Servicer and the Seller alone and the Purchaser shall have no obligations, duties or liabilities with respect to the Sub- Servicer including no obligation, duty or liability of the Purchaser to pay Sub- Servicer's fees and expenses except pursuant to an assumption of the Seller's obligations pursuant to Section 16. For purposes of this Agreement, the Seller shall be deemed to have received payments on Mortgage Loans when the Sub- Servicer has received such payments. The Seller shall be liable in accordance herewith only entitled to the extent enter into any agreement with a Sub-Servicer for indemnification of the obligations specifically undertaken Seller by the Seller under such Sub- Servicer and nothing contained in this Agreement. (b) Agreement shall be deemed to limit or modify such indemnification. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) Indemnification under this Section 3.3 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable pay all fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of Sub-Servicer from its own funds, the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents. If Servicing Fee or other amounts permitted to be retained by or reimbursed to the Seller has made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interesthereunder. (d) The Seller’s obligations under this Agreement and the other Transaction Documents 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 in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d) and the terms of this Section 3.3(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, defend and hold harmless the Issuer, the Owner Trustee and Trustee, the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 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 in, or claim to or benefit in or from from, Other Assets Assets, or (ii) is deemed to have any such interest ininterest, 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 ininterest, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d3.2(d) and the terms of this Section 3.3(d3.2(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(d) will be for the third-third party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. and the Certificate Owners. -------------------------------------------------- (a) The Seller shall be liable in accordance herewith only directly to and shall indemnify the injured party for all losses, claims, damages, liabilities and expenses of the Trust (including Expenses, to the extent not paid out of the obligations specifically undertaken by Owner Trust Estate) to the extent that the Seller would be liable if the Trust were a partnership under this Agreement. (b) The the Delaware Revised Uniform Limited Partnership Act in which the Seller were a general partner; provided, however, that the Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense not be liable -------- ------- for (including reasonable attorneys’ fees and expenses and court costs and i) any losses incurred by a Certificateholder or a Certificate Owner in connection with its capacity as an investor in the Certificates or by a successful defenseNoteholder or Note Owner in its capacity as an investor in the Notes or (ii) any losses, in whole or partclaims, damages, liabilities and expenses arising out of the imposition by any taxing authority of any claim that federal income taxes, state or local income or franchise taxes, or any other taxes imposed on or measured by gross or net income, gross or net receipts, capital, net worth and similar items (including any interest, penalties or additions with respect thereto) upon the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against Certificateholders, the indemnifying party) incurred by reason of Certificate Owners, the Seller’s violation of federal or State securities laws in connection with Noteholders, the registration or the sale of the Notes. (c) Indemnification under this Section 3.3 will survive the resignation or removal of Note Owners, the Owner Trustee or the Indenture Trustee and (including any liabilities, costs or expenses with respect thereto) with respect to any Receivables not specifically indemnified or represented to hereunder. In addition, any third party creditors of the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred Trust (other than in connection with the enforcement obligations described in the preceding sentence for which the Seller shall not be liable) shall be deemed third party beneficiaries of this subsection 2.7(a). The obligations of the Indenture Trustee’s rights (including indemnification rightsSeller under this subsection 2.7(a) under shall be evidenced by the Transaction Documents. If the Seller has made any indemnity payments Certificates issued pursuant to Section 3.10, which for purposes of the Business Trust Statute shall be deemed to be a separate class of Certificates from all other Certificates issued by the Trust; provided, however, that the rights and obligations evidenced by all -------- ------- Certificates, regardless of class, shall, except as provided in this Section 3.3 subsection 2.7(a) and as provided with respect to Voting Interests, be identical. (b) No Certificateholder or Certificate Owner, other than to the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts extent set forth in subsection 2.7(a) with respect to the Seller, without interest. (d) The Seller’s obligations under this Agreement and the other Transaction Documents are obligations solely shall have any personal liability for any liability or obligation 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 in, claim to or benefit in or from Other Assets or (ii) is deemed to have any such interest in, 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d) and the terms of this Section 3.3(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the IndentureTrust.

Liability of the Seller. (a) The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (b) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes. (c) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. (d) Indemnification under this Section 3.3 3.2 will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentslitigation. If the Seller has made any indemnity payments pursuant to this Section 3.3 3.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Seller, without interest. (de) The Seller’s obligations under this Agreement and the other Transaction Documents 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 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 inor claim to, claim to or benefit in or from from, Other Assets or (ii) is deemed to have any such interest ininterest, claim to 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 ininterest, claim to or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full of the other obligations and liabilities 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 3.3(d3.2(e) and the terms of this Section 3.3(d3.2(e) may be enforced by an action for specific performance. The provisions of this Section 3.3(d3.2(e) will be for the third-third party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(d), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Liability of the Seller. (a) The 7.1 Except as expressly otherwise provided in this Agreement, and subject to the limitations of liability set out herein, the Seller shall be liable in accordance herewith only to Purchaser and the Company for all Damages (whereby such loss or damage to the extent possible will be treated as a reduction to the Purchase Price) and will indemnify and hold Purchaser and the Company harmless against all actions, claims, costs and expenses (including reasonable fees of legal and other advisors) in the event that one or more of the Warranties shall be incorrect or incomplete or misleading, or in the event Seller acts in breach of the Indemnities or any of its other obligations specifically undertaken by the Seller pursuant to this Agreement, without limiting or precluding any other rights or remedies which Purchaser may have under this AgreementAgreement or the Law. 7.2 Instead of compensating Purchaser for Damages, Purchaser may, in its sole discretion, require Seller to bring the Company in the same situation (financially or, at the option of Purchaser, otherwise) which would have existed if the fact or circumstance which causes a Warranty to be incorrect or incomplete or misleading or the breach of Indemnity or other obligation would not have occurred. 7.3 In case of a claim of Purchaser or the Company for breach of one or more of the Warranties: (a) Seller will be liable in respect of any claim to the extent that any matter, fact, circumstance or event giving rise to such Claim was not Disclosed; (b) The the aggregate liability of Seller in respect of Damages shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) incurred by reason not exceed an amount equal to 100% of the Seller’s violation of federal or State securities laws in connection with the registration or the sale of the Notes.Purchase Price; (c) Indemnification under this Section 3.3 will survive no liability shall attach to Seller to the resignation or removal extent a specific provision in respect of the Owner Trustee or the Indenture Trustee and the termination or assignment of this Agreement and will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation including those incurred in connection with the enforcement of the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents. If the Seller has made any indemnity payments pursuant to this Section 3.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts matter giving rise to the Seller, without interest.claim shall have been made in the Accounts; (d) The Seller’s obligations under this Agreement and the other Transaction Documents are obligations solely of the Seller and will not constitute a claim against the Seller be liable to the extent the Damages were caused or aggravated as a direct consequence of a willful and wrongful act or omission on the part of Purchaser; (e) in assessing any liabilities, Damages or other amounts recoverable by Purchaser and/or the Company and any tax benefit obtained directly in consequence of the matter which gives rise to such liability by the Company and/or Purchaser within the fiscal year that the fact or circumstance that gives rise to the liability has occurred shall be taken into account; and (f) no liability shall attach to Seller in the event the liability as a result of an individual claim does not have funds sufficient exceed EUR 15,000 (a "Ranking Claim") and the aggregate of all Ranking Claims does not exceed EUR 60,000. Any individual claims relating to make payment the same set of such obligations. In furtherance circumstances shall altogether be treated as one individual claim for the purpose of this Article; in case the above-mentioned thresholds are exceeded, Seller shall be liable for the full amount and not only for the excess. 7.4 The Seller shall not be liable in derogation respect of any claim if and to the extent such claim has arisen as a result of, is attributable to, or is increased by: (a) any voluntary act or omission after Completion by any member of the foregoingPurchaser’s Group or any person whose act or omission may be attributed to any member of the Purchaser’s Group, except, for the Issueravoidance of doubt, the Servicer, the Indenture Trustee and the Owner Trustee, where such act or omission is required is required to comply with applicable Law; (b) any voluntary act or omission prior to Completion by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets any member of the Seller. To 's Group at the request or with the prior written consent of the Purchaser or pursuant to this Agreement; (c) the fulfilment by the Company of its legal or contractual obligations to the extent thatDisclosed, notwithstanding provided, where the agreements and provisions contained contractual obligations are concerned, such obligations were due at the time; (d) any change after Completion in Tax or accounting policies, bases, practices, or methods applied in preparing any accounts or valuing any assets or liabilities of the preceding sentenceCompany, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest in, claim to or benefit in or from Other Assets or (ii) is deemed to have other than a change required by any such interest in, 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 Law (including by virtue of Section 1111(bany Tax Law) of the Bankruptcy Code or any successor provision having similar in 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 in, claim to or benefit in or from Other Assets is and will be expressly subordinated prior to the indefeasible payment in full date of this Agreement; or (e) any change or enactment of Law coming into effect after the other obligations and liabilities which, under the terms date 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 this Agreement (whether or not taking effect retroactively) or any change in the interpretation of existing Law since that date. 7.5 Purchaser's right to claim for breach of one or more of the Warranties lapses after 24 months after the Completion Date, provided that:‌‌ (a) with respect to the Warranties relating to Taxes, Purchaser's right to claim lapses through expiry of the period relevant to such entitlement or security interest is legally perfected or otherwise entitled Taxes under the applicable statute of limitations plus six months; and (b) with respect to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the warranties related to Articles 1 (Seller’s Authority), including the payment of post-petition interest on such other obligations 2 (Shares), 3 (Company) and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a10 (environmental matters) of the Bankruptcy Code. Warranties, Purchaser's right to claim lapses 5 (in words: five) years after the Completion Date, unless prior to the relevant expiry date notice of a (contingent) claim has been given in writing by Purchaser to Seller in which case the expiry will not be effective with regard to the claims thus notified. 7.6 The Issuerlimitations of liability of Seller as set out in this Agreement shall not apply to the liability of the Seller, in the Servicerevent of fraud (bedrog), intentional recklessness (bewuste roekeloosheid), wilful misconduct (opzettelijk wanpresteren) of the Indenture Trustee Seller. 7.7 The Purchaser and the Owner Trustee each further acknowledges Company shall not be entitled to recover from the Seller more than once in respect of the same facts and agrees that no adequate remedy at law exists for circumstance, even if such facts or circumstances result in a breach of this Section 3.3(d) and the terms of this Section 3.3(d) may be enforced by an action for specific performance. The provisions of this Section 3.3(d) will be for the third-party benefit of those entitled to rely thereon and will survive the termination of or the assignment of this Agreement, and the resignation or removal of any indemnified party. Any amounts payable to the Indenture Trustee pursuant to this Section 3.3(dmore than one (1), to the extent not paid by the Seller, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.