Common use of Indemnities of Servicer Clause in Contracts

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubtthe Servicer, AHFC shall not be liable for any claims described in Eligible Lender Trustee or the first sentence Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend liability, claim or expense (including, without limitation, costs and hold harmless the Issuerexpenses of litigation and of investigation counsel fees, the Trusteesdamages, the Securityholders judgments and the Seller and any of the officersamounts paid in settlement) that may be imposed on, directors, employees and agents of incurred by or asserted against the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”in its capacity as such or individually) from and against any and all costs, expenses, losses, damages, claims and liabilities or the Eligible Lender Trustee (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification its capacity as such or other obligation of the Servicerindividually) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any the Issuer, the Owner Trustee (in its capacity as such Person through or individually) or the Eligible Lender Trustee (in its capacity as such or individually) through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Owner Trustee (in its capacity as such or individually) or the Eligible Lender Trustee (in its capacity as such or individually) through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC SLC (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor servicer pursuant to Section 5.2. Liability of the Servicer (other than under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee) , the Indenture Administrator or the Eligible Lender Trustee or the termination of this Agreement. If the Servicer shall have made any payments pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate and the Person to a date or period on or after behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerServicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubtthe Servicer, AHFC shall not be liable for any claims described in Eligible Lender Trustee or the first sentence Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing Corporation (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Navient Solutions, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubtthe Servicer, AHFC shall not be liable for any claims described in Eligible Lender Trustee or the first sentence Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in ----------------------- accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing Corporation (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Seller, the Administrator or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; provided, however, that the Servicer's obligation arising under this Section 5.02 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.05). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) Loan Services as Servicer pursuant to Section 7.016.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Agreement and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys’ fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, Indenture Trustee or the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Indenture Trustee or the Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Indenture Trustee or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.03) as Servicer pursuant to Section 7.015.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, Indenture Trustee or the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Indenture Trustee or the Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Indenture Trustee or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.03) as Servicer pursuant to Section 7.015.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Navient Solutions, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubtthe Servicer, AHFC shall not be liable for any claims described in the first sentence Owner Trustee, the Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicer.made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. Servicing Agreement

Indemnities of Servicer. (a) The Servicer shall be liable in ----------------------- accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, Indenture Trustee or the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Indenture Trustee or the Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Indenture Trustee or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.03) as Servicer pursuant to Section 7.015.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys’ fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, Indenture Trustee or the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Indenture Trustee or the Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Indenture Trustee or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.03) as Servicer pursuant to Section 7.015.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Trustee, the Depositor, the Certificateholders and the Seller Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costslosses, expenses, lossesclaims, damages, claims liabilities and liabilities reasonable costs and expenses (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the gross negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such gross negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee, the Depositor, the Certificateholders and the Noteholders or any of this Sectionthe officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Depositor from any and all losses, claims, damages, liabilities and reasonable costs and expenses (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any subcustodian or subservicer (including any fees payable in connection with the event release of any Receivable File from the custody of such subservicer or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as the terms of any subservicing agreement or otherwise. The Servicer pursuant shall indemnify, defend and hold harmless the Trustee, the Owner Trustee, the Trust, the Depositor, the Certificateholders and the Noteholders from and against any taxes that may at any time be asserted against the Trustee, the Trust, the Owner Trustee, the Certificateholders, the Noteholders or the Depositor (other than any taxes based upon the income of any such person), with respect to Section 7.01the transactions contemplated herein including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or a resignation license taxes and costs and expenses in defending against the same. The Servicer shall indemnify, defend, and hold harmless the Owner Trustee and Trustee and each of their agents, officers, employees and other Persons employed by each of them in connection with the Basic Documents from and against all reasonable costs and expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained or contained in the Basic Documents, if any, except to the extent that such Servicer pursuant reasonable cost or expense, reasonable loss, claim, damage or liability: (a) shall be due to this Agreementthe willful misfeasance, such bad faith, or negligence (except for errors in judgment) of the Owner Trustee or Trustee; (b) relates to any tax other than the taxes with respect to which the Servicer shall be deemed required to be indemnify the Servicer pending appointment Owner Trustee or Trustee; or (c) shall arise from the Owner Trustee's or Trustee's breach of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance any of doubt, AHFC shall not be liable for any claims described its representations or warranties set forth in the first sentence Trust Agreement or the Indenture, as applicable. Indemnification under this Section shall survive the resignation and removal of the Trustee and the Owner Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerAgreement.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Trustee, the Depositor, the Certificateholders and the Seller Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costslosses, expenses, lossesclaims, damages, claims liabilities and liabilities reasonable costs and expenses (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the gross negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such gross negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee, the Depositor, the Certificateholders and the Noteholders or any of this Sectionthe officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Depositor from any and all losses, claims, damages, liabilities and reasonable costs and expenses (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any subcustodian or subservicer (including any fees payable in connection with the event release of any Receivable File from the custody of such subservicer or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as the terms of any subservicing agreement or otherwise. The Servicer pursuant shall indemnify, defend and hold harmless the Trustee, the Owner Trustee, the Trust, the Depositor, the Certificateholders and the Noteholders from and against any taxes that may at any time be asserted against the Trustee, the Trust, the Owner Trustee, the Certificateholders, the Noteholders or the Depositor (other than any taxes based upon the income of any such person), with respect to Section 7.01the transactions contemplated herein including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or a resignation by license taxes and costs and expenses in defending against the same. The Servicer shall indemnify, defend, and hold harmless the Owner Trustee and Trustee from and against all reasonable costs and expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, if any, except to the extent that such Servicer pursuant reasonable cost or expense, reasonable loss, claim, damage or liability: (a) shall be due to this Agreementthe willful misfeasance, such bad faith, or gross negligence (except for errors in judgment) of the Owner Trustee or Trustee; (b) relates to any tax other than the taxes with respect to which the Servicer shall be deemed required to be indemnify the Servicer pending appointment Owner Trustee or Trustee; or (c) shall arise from the Owner Trustee's or Trustee's breach of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance any of doubt, AHFC shall not be liable for any claims described its representations or warranties set forth in the first sentence Trust Agreement or the Indenture, as applicable. Indemnification under this Section shall survive the resignation and removal of the Trustee and the Owner Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerAgreement.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance ----------------------- herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sallie Mae Servicing L.P. (or any successor thereto pursuant to Section 6.03Sectixx 0.0) as xx Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Servicing Agreement Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorney's fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Seller, the Administrator, the holders of Certificates or the holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or the Supplemental Sale and Servicing Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or the Supplemental Sale and Servicing Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement or the Supplemental Sale and Servicing Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the sovereign immunity of the Commonwealth of Pennsylvania (in the case of PHEAA) or the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC PHEAA or EFS (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01(a), or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee[, the Delaware Trustee Trustee] and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Seller, the Administrator or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; provided, however, that the Servicer's obligation arising under this Section 5.02 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.05). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorism, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) Loan Services as Servicer pursuant to Section 7.016.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Agreement and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its Servicing Agreement obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend liability, claim or expense (including, without limitation, costs and hold harmless the Issuerexpenses of litigation and of investigation counsel fees, the Trusteesdamages, the Securityholders judgments and the Seller and any of the officersamounts paid in settlement) that may be imposed on, directors, employees and agents of incurred by or asserted against the Issuer, the Owner Trustee, Trustee or the Delaware Eligible Lender Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Owner Trustee or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Owner Trustee or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC SLC (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor servicer pursuant to Section 5.2. Liability of the Servicer (other than under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee) , the Indenture Administrator or the Eligible Lender Trustee or the termination of this Agreement. If the Servicer shall have made any payments pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate and the Person to a date or period on or after behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerServicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Trustee, the Depositor, the Certificateholders and the Seller Noteholders and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costslosses, expenses, lossesclaims, damages, claims liabilities and liabilities reasonable costs and expenses (including any reasonable legal attorneys’ fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the gross negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such gross negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer’s or any other party’s rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Trustee, the Depositor, the Certificateholders and the Noteholders or any of this Sectionthe officers, directors, employees and agents of the Issuing Entity, the Owner Trustee, the Trustee or the Depositor from any and all losses, claims, damages, liabilities and reasonable costs and expenses (including reasonable attorneys’ fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any subcustodian or subservicer (including any fees payable in connection with the event release of any Receivable File from the custody of such subservicer or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as the terms of any subservicing agreement or otherwise. The Servicer pursuant shall indemnify, defend and hold harmless the Trustee, the Owner Trustee, the Trust, the Depositor, the Certificateholders and the Noteholders from and against any taxes that may at any time be asserted against the Trustee, the Trust, the Owner Trustee, the Certificateholders, the the Noteholders or the Depositor (other than any taxes based upon the income of any such person), with respect to Section 7.01the transactions contemplated herein including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or a resignation license taxes and costs and expenses in defending against the same. The Servicer shall indemnify, defend, and hold harmless the Owner Trustee and Trustee and each of their agents, officers, employees and other Persons employed by each of them in connection with the Basic Documents from and against all reasonable costs and expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained or contained in the Basic Documents, if any, except to the extent that such Servicer pursuant reasonable cost or expense, reasonable loss, claim, damage or liability: (a) shall be due to this Agreementthe willful misfeasance, such bad faith, or negligence (except for errors in judgment) of the Owner Trustee or Trustee; (b) relates to any tax other than the taxes with respect to which the Servicer shall be deemed required to be indemnify the Servicer pending appointment Owner Trustee or Trustee; or (c) shall arise from the Owner Trustee’s or Trustee’s breach of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance any of doubt, AHFC shall not be liable for any claims described its representations or warranties set forth in the first sentence Trust Agreement or the Indenture, as applicable. Indemnification under this Section shall survive the resignation and removal of the Trustee and the Owner Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerAgreement.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the IssuerTrust, the TrusteesTrustee, the Securityholders Seller and the Seller Certificateholders and any of the officers, directors, employees and agents of the Issuer, Trustee or the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Seller, the Certificateholders or any of this Sectionthe officers, directors, employees and agents of the Trustee or the Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any Subcustodian or subservicer (including any fees payable in connection with the event release of any Receivable File from the custody of such Subcustodian or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as Servicer pursuant to Section 7.01, the terms of any subservicing agreement or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerotherwise.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Trustee, the Seller, the Certificateholders and the Seller Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Seller from and against any and all costslosses, expenses, lossesclaims, damages, claims liabilities and liabilities reasonable costs and expenses (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the gross negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such gross negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee, the Seller, the Certificateholders and the Noteholders or any of this Sectionthe officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Seller from any and all losses, claims, damages, liabilities and reasonable costs and expenses (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any subcustodian or subservicer (including any fees payable in connection with the event release of any Receivable File from the custody of such subservicer or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as Servicer pursuant to Section 7.01, the terms of any subservicing agreement or a resignation by such Servicer pursuant to this Agreement, such otherwise. The Servicer shall indemnify, defend and hold harmless the Trustee, the Owner Trustee, the Trust, the Seller, the Certificateholders and the Noteholders from and against any taxes that may at any time be deemed to be asserted against the Servicer pending appointment of a Successor Servicer Trustee, the Trust, the Owner Trustee, the Certificateholders, the Noteholders or the Seller (other than any taxes based upon the Indenture income of any such person), with respect to the transactions contemplated herein including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same. The Servicer shall indemnify, defend, and hold harmless the Owner Trustee and Trustee from and against all reasonable costs and expenses, losses, claims, damages, and liabilities arising out of or incurrred in connection with the acceptance or performance of the trusts and duties herein contained, if any, except to the extent that such reasonable cost or expense, reasonable loss, claim, damage or liability: (a) shall be due to the willful misfeasance, bad faith, or gross negligence (except for errors in judgment) of the Owner Trustee or Trustee; (b) pursuant relates to Section 7.02. For any tax other than the avoidance taxes with respect to which the Serrvicer shall be required to indemnify the Owner Trustee or Trustee; or (c) shall arise from the Owner Trustee's or Trustee's breach of doubt, AHFC shall not be liable for any claims described of its representations or warranties set forth in the first sentence Trust Agreement or the Indenture, as applicable. Indemnification under this section shall survive the resignation and removal of the Trustee and the Owner Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerAgreement.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorney's fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Seller, the Administrator, or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; PROVIDED, HOWEVER, that the Servicer's obligation arising under this Section 5.02 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.05). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) Loan Services as Servicer pursuant to Section 7.016.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Agreement and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Seller, the Administrator or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; PROVIDED, HOWEVER, that the Servicer's obligation arising under this Section 5.02 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.05). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) Loan Services as Servicer pursuant to Section 7.016.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Agreement and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, including any obligations delegated by the Servicer to a Subservicer. In this regard, the The Servicer shall indemnify, defend and hold harmless the IssuerTrust, the TrusteesTrustee, the Securityholders Seller and the Seller Certificateholders and any of the officers, directors, employees and agents of the Issuer, Trustee or the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any Subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any Subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any Subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Seller, the Certificateholders or any of this Sectionthe officers, directors, employees and agents of the Trustee or the Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any Subcustodian or Subservicer (including any fees payable in connection with the event release of any Receivable File from the custody of such Subcustodian or in connection with the termination of the rights and obligations servicing activities of AHFC (or such Subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as Servicer pursuant to Section 7.01, the terms of any subservicing agreement or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerotherwise.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of Servicer under this Section which relate to a date shall survive the resignation or period on removal of the Eligible Lender Trustee or after the date on which AHFC is terminated Indenture Trustee or removed as the Servicer or which are cause by a successor servicer.termination of this

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the IssuerTrust, the TrusteesTrustee, the Securityholders Depositor and the Seller Certificateholders and any of the officers, directors, employees and agents of the Issuer, Trustee or the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costslosses, expenses, lossesclaims, damages, claims liabilities and liabilities reasonable costs and expenses (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final other determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such gross negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's, any subservicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Depositor, the Certificateholders or any of this Sectionthe officers, directors, employees and agents of the Trustee or the Depositor from any and all losses, claims, damages, liabilities and reasonable costs and expenses (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any subcustodian or subservicer (including any fees payable in connection with the event release of any Receivable File from the custody of such subservicer or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as the terms of any subservicing agreement or otherwise. The Servicer pursuant to Section 7.01shall indemnify, defend and hold harmless the Trust, the Trustee, the Depositor, or a resignation by the Certificateholders from and against any taxes that may at any time be asserted against the Trust, the Trustee, the Depositor or the Certificateholders, (other than any taxes based upon the income of any such person), with respect to the transactions contemplated herein including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same. The Servicer pursuant shall indemnify, defend, and hold harmless the Trust and Trustee from and against all reasonable costs and expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, if any, except to this Agreementthe extent that such reasonable cost or expense, such reasonable loss, claim, damage or liability: (a) shall be due to the willful misfeasance, bad faith, or gross negligence (except for errors in judgment) of the Trustee; or (b) relates to any tax other than the taxes with respect to which the Servicer shall be deemed required to be indemnify the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee[, the Delaware Trustee Trustee] and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. Servicing Agreement For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicer.made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. Servicing Agreement

Indemnities of Servicer. (a) The Servicer shall be liable in accordance ----------------------- herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be ----------------------- liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Trustee, the Seller, the Certificateholders and the Seller Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee, the Seller, the Certificateholders and the Noteholders or any of this Sectionthe officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any subservicer (including any fees payable in the event of connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Home Equity Loan) whether pursuant to Section 6.03) as Servicer pursuant to Section 7.01, the terms of any subservicing agreement or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerotherwise.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regardWithout limiting any other rights which the Administrative Agent, any CP Conduit Purchaser, any APA Bank or any Funding Agent may have hereunder or under applicable law, the Servicer shall indemnifyhereby agrees to indemnify each Affected Party and its respective shareholders, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, agents and employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expensesdamages, losses, claims, liabilities, costs and expenses (other than any damages, claims losses, claims, liabilities, costs and liabilities (expenses in respect of taxes, which shall be governed by Section 14.2), ------------ including any reasonable legal attorneys, fees and expenses disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or ------------------- incurred by an Indemnified Party in connection with the enforcement any of any indemnification or other obligation of the Servicer) (i) them arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by any Affected Party of the Transferred Interest excluding, in each case, (i) Indemnified Amounts to the extent resulting from the usebad faith, ownership gross negligence or operation by willful misconduct on the Servicer part of such Affected Party or any Affiliate thereof of a Financed Vehicle, and (ii) to recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith generality of the Servicer in foregoing, the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed indemnify each Affected Party for Indemnified Amounts relating to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.resulting from:

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend liability, claim or expense (including, without limitation, costs and hold harmless the Issuer, the Trustees, the Securityholders expenses of litigation and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, lossesinvestigation counsel fees, damages, claims judgments and liabilities (including any reasonable legal fees and expenses amounts paid in settlement) that may be imposed on, incurred by an Indemnified Party or asserted against the Issuer or the Owner Trustee (in connection with the enforcement of any indemnification its capacity as such or other obligation of the Servicer) (i) arising out of or resulting from the useindividually), ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any the Issuer or the Owner Trustee (in its capacity as such Person through or individually) through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Owner Trustee (in its capacity as such or individually) through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC SLC (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) successor servicer pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubtthe Owner Trustee, AHFC shall not be liable for any claims described in the first sentence Indenture Trustee or the Indenture Administrator or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, Issuer or the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Owner Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Owner Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC SLC (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor servicer pursuant to Section 5.2. Liability of the Servicer (other than under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Trustee) , or the Indenture Administrator or the termination of this Agreement. If the Servicer shall have made any payments pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate and the Person to a date or period on or after behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerServicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller Transferor and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorney's fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Depositor, the Administrator, or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Depositor to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; provided, however, that the Servicer's obligation arising under this Section 5.2 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.5). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) EFG Technologies as Servicer pursuant to Section 7.016.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Agreement and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the IssuerTrust, the TrusteesTrustee, the Securityholders Seller and the Seller Certificateholders and any of the officers, directors, employees and agents of the Issuer, Trustee or the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities (including any reasonable legal attorneys’ fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this AgreementAgreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. For purposes of this SectionNotwithstanding the foregoing, if the Servicer is rendered unable, in the event whole or in part, by virtue of the termination an act of the rights and God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to under this Agreement, such the Servicer shall not be deemed to be have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer pending appointment remains unable to perform such obligation as a result of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02such event. For the avoidance of doubt, AHFC This provision shall not be liable for construed to limit the Servicer’s or any other party’s rights, obligations, liabilities, claims described in the first sentence or defenses which arise as a matter of law or pursuant to any other provision of this Section which relate Agreement. The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Seller, the Certificateholders or any of the officers, directors, employees and agents of the Trustee or the Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) to the extent arising out of or imposed upon any such Person as a date result of any compensation payable to any subservicer whether pursuant to the terms of any subservicing agreement or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerotherwise.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Trustee, the Seller, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the issuer, the Owner Trustee, the Trustee or the Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of, or imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee, the Seller, the Certificateholders and the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with expenses) to the enforcement of any indemnification or other obligation of the Servicer) (i) extent arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith as a result of the Servicer any compensation payable to any subservicer (including any fees payable in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto mortgage Loan) whether pursuant to Section 6.03) as Servicer pursuant to Section 7.01, the terms of any subservicing agreement or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerotherwise.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Depositor, the Seller, the Administrator or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (eachDepositor, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification Administrator or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; provided, however, that the Servicer's obligation arising under this Section 5.02 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.05). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) Xxxxx Fargo Bank South Dakota, National Association as Servicer pursuant to Section 7.016.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Agreement and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Servicing Agreement Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubt, AHFC shall not be liable for any claims described in the first sentence Eligible Lender Trustee or the Indenture Trustee or the termination of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as Agreement. If the Servicer shall have made any payments pursuant to this Section and the Person to or which on behalf of whom such payments are cause by a successor servicermade thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Depositor, the Seller, the Administrator or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (eachDepositor, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification Administrator or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; provided, however, that the Servicer's obligation arising under this Section 5.02 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.05). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto Wells Fargo Bank South Dakota, National Association as Sxxxxxer pursuant to Section 6.03) as Servicer pursuant to Section 7.016.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.02. For Liability of the avoidance Servicer under this Section shall survive the resignation or removal of doubtthe Eligible Lender Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Agreement and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, AHFC such Person shall not be liable promptly repay such amounts to the Servicer, without interest. The Servicer shall pay reasonable compensation to the Indenture Trustee and shall reimburse the Indenture Trustee for any claims described all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities, to the extent and in the first sentence manner provided in, and subject to the limitations of, Section 6.07 of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicerIndenture.