Common use of Owner Trustee’s Compensation and Indemnification Clause in Contracts

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the reimbursement of any payments made by the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, the Administrative Agent shall reimburse the Issuing Entity in full for such Expensespayments. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the TransferorDepositor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor Depositor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead) ), including but not limited to the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Issuer, that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither Any fees, Expenses and indemnification amounts due to the Owner Trustee, the Certificate Registrar and any Paying Agent will be paid to such party in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. The Transferor nor shall cause the Administrator shall make any claim upon to promptly pay to the Owner Trust Estate Trustee, the Certificate Registrar and any Paying Agent, as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.04 or 8.04 of the Indenture, as applicable; provided that the Owner Trustee, the Certificate Registrar and any Paying Agent shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of such ExpensesSection 5.04 or 8.04 of the Indenture, as applicable. This Section 8.01(a) shall survive the termination of this Agreement and the resignation or removal of the parties hereto. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer or employee of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead) ), including but not limited to the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Issuer, that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither Any fees, Expenses and indemnification amounts due to the Owner Trustee, the Certificate Registrar and any Paying Agent will be paid to such party in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. The Transferor nor shall cause the Administrator shall make any claim upon to promptly pay to the Owner Trust Estate Trustee, the Certificate Registrar and any Paying Agent, as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.04 or 8.04 of the Indenture, as applicable; provided that the Owner Trustee, the Certificate Registrar and any Paying Agent shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of such ExpensesSection 5.04 or 8.04 of the Indenture, as applicable. This Section 8.01(a) shall survive the termination of this Agreement and the resignation or removal of the parties hereto. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer or employee of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.,

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor Depositor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, Depositor shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Depositor shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth described in Section 2.077.01 for any willful misconduct, bad faith or negligence on the part of the Owner Trustee or in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorDepositor, which approval shall not be unreasonably withheld. Neither the Transferor Depositor nor the Administrator Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the TransferorDepositor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor Depositor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead) ), including but not limited to the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Issuer, that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoingAny fees, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of Expenses and indemnification amounts due to the Owner Trustee, (ii) the Certificate Registrar and any action taken or omitted Paying Agent will be paid to be taken such party in accordance with the instructions terms of any Trust CertificateholderSection 5.04 or 8.04 of the Indenture, as applicable. The Transferor shall cause the Indenture Administrator to promptly pay to the Owner Trustee, the TransferorCertificate Registrar and any Paying Agent, as applicable, the Administrator amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Servicer, (iii) Issuer on such Payment Date in accordance with the interest on or principal terms of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.this Agreement and Section 5.04 or

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead) ), including but not limited to the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Issuer, that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither Any fees, Expenses and indemnification amounts due to the Owner Trustee, the Certificate Registrar and any Paying Agent will be paid to such party in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. The Transferor nor shall cause the Administrator shall make any claim upon to promptly pay to the Owner Trust Estate Trustee, the Certificate Registrar and any Paying Agent, as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.04 or 8.04 of the Indenture, as applicable; provided that the Owner Trustee, the Certificate Registrar and any Paying Agent shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of such ExpensesSection 5.04 or 8.04 of the Indenture, as applicable. This Section 8.01(a) shall survive the termination of this Agreement and the resignation or removal of the parties hereto. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer or employee of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.. ARTICLE NINE TERMINATION OF TRUST AGREEMENT

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal 24 (NALT 2020-B Amended and Restated Trust Agreement) counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, Issuing Entity in full for such payments. 24 (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.NALT 2017-A Amended and Restated Trust Agreement)

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor Depositor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of Depositor shall cause the Trust Certificate, shall be liable as primary obligor for, and shall Administrative Agent to agree to indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that neither the Transferor, as holder of Depositor nor the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or, with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorDepositor and the Administrative Agent, which approval shall not be unreasonably withheld. Neither the Transferor Depositor nor the Administrator Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the TransferorDepositor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor Depositor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, Issuing Entity in full for such payments. 24 (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.NALT 2019-A Amended and Restated Trust Agreement)

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, Issuing Entity in full for such payments. 24 (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.NALT 2017-B Amended and Restated Trust Agreement)

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the 24 (NALT 2023-B Amended and Restated Trust Agreement) Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither Any fees, Expenses and indemnification amounts due to the Owner Trustee, the Certificate Registrar and any Paying Agent will be paid to such party in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. The Transferor nor shall cause the Administrator shall make any claim upon to promptly pay to the Owner Trust Estate Trustee, the Certificate Registrar and any Paying Agent, as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.04 or 8.04 of the Indenture, as applicable; provided that the Owner Trustee, the Certificate Registrar and any Paying Agent shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of such ExpensesSection 5.04 or 8.04 of the Indenture, as applicable. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, Issuing Entity in full for such payments. 24 (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.NALT 2022-A Amended and Restated Trust Agreement)

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, Issuing Entity in full for such payments. 24 (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.NALT 2018-A Amended and Restated Trust Agreement)

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this 24 (NALT 2024-B Amended and Restated Trust Agreement) Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, Issuing Entity in full for such payments. 24 (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.NALT 2019-B Amended and Restated Trust Agreement)

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. any 24 (bNALT 2023-A Second Amended and Restated Trust Agreement) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither Any fees, Expenses and indemnification amounts due to the Owner Trustee, the Certificate Registrar and any Paying Agent will be paid to such party in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. The Transferor nor shall cause the Administrator shall make any claim upon to promptly pay to the Owner Trust Estate Trustee, the Certificate Registrar and any Paying Agent, as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.04 or 8.04 of the Indenture, as applicable; provided that the Owner Trustee, the Certificate Registrar and any Paying Agent shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of such ExpensesSection 5.04 or 8.04 of the Indenture, as applicable. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.. ARTICLE NINE TERMINATION OF TRUST AGREEMENT

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither Any fees, Expenses and indemnification amounts due to the Owner Trustee, the Indenture Trustee, the Note Registrar, the Certificate Registrar and any Paying Agent will be paid to such party in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. The Transferor nor shall cause the Administrator shall make any claim upon to promptly pay to the Owner Trust Estate Trustee, the Certificate Registrar and any Paying Agent, as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.04 or 8.04 of the Indenture, as applicable; provided that the Owner Trustee, the Indenture Trustee, the Note Registrar, the Certificate Registrar and any Paying Agent shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of such ExpensesSection 5.04 or 8.04 of the Indenture, as applicable. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the reimbursement of any payments made by the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, the Administrative Agent shall reimburse the Issuing Entity in full for such Expensespayments. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the TransferorDepositor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor Depositor or the Indenture Trustee.. 24 (NALT 2012-B Amended and Restated Trust Agreement)

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, Transferor shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “"Indemnified Parties”") from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Transferor shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth described in Section 2.077.01 for any willful misconduct, bad faith or negligence on the part of the Owner Trustee or in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s 's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor or the Indenture Trustee.. ARTICLE NINE

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Depositor or the Administrative Agent (without duplication) for its services hereunder hereunder, to the extent not otherwise paid pursuant to Sections 8.04(a) and 8.04(b) of the Indenture, such fees as have been separately agreed upon before the date hereof between the Transferor or Depositor and/or the Administrator Administrative Agent, as the case may be, and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of Depositor shall cause the Trust Certificate, shall be liable as primary obligor for, and shall Administrative Agent to agree to indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall make any Trust and a claim upon the Owner Trust Estate for only to the payment of extent such Expensesamounts are payable pursuant to the Basic Documents. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the TransferorDepositor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor Depositor or the Indenture Trustee. SECTION 9.01 Termination of Trust Agreement. (a) This Agreement (other than Article Eight) shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute, upon the earliest of (i) the final distribution by the Owner Trustee or the Paying Agent of all funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Agreement or (ii) at the times provided in Section 9.03. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder, other than the Depositor, as described in Section 9.03, shall not (i) operate to terminate this Agreement or the Issuing Entity, (ii) entitle such Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuing Entity or Owner Trust Estate nor (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the Issuing Entity. (c) Notice of any termination of this Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for final payment and cancellation, shall be given by the Owner Trustee by letter to Trust Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrative Agent, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders and the Depositor. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. The Owner Trustee shall promptly notify each Rating Agency upon the final payment of the Trust Certificates. (d) If one or more of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Trustee to the Administrative Agent. (e) Upon the winding up of the Issuing Entity and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Statutory Trust Statute.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any 23 (NALT 2016-B Amended and Restated Trust Agreement) Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the reimbursement of any payments made by the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, the Administrative Agent shall reimburse the Issuing Entity in full for such Expensespayments. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the TransferorDepositor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor Depositor or the Indenture Trustee.. 22 (NALT 2015-B Amended and Restated Trust Agreement)

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the 24 (NALT 20[●]-[●] Amended and Restated Trust Agreement) resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent (other than [________________] in those capacities) shall receive as compensation from the Administrator for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead) ), including but not limited to the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Issuer, that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither Any fees, Expenses and indemnification amounts due to the Owner Trustee, the Certificate Registrar and any Paying Agent will be paid to such party in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. The Transferor nor shall cause the Administrator shall make any claim upon to promptly pay to the Owner Trust Estate Trustee, the Certificate Registrar and any Paying Agent, as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.04 or 8.04 of the Indenture, as applicable; provided that the Owner Trustee, the Certificate Registrar and any Paying Agent shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of such ExpensesSection 5.04 or 8.04 of the Indenture, as applicable. This Section 8.01(a) shall survive the termination of this Agreement and the resignation or removal of the parties hereto. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Transferor Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “"Indemnified Parties”") from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Transferor Trust CertificateCertificate and the Subordinated Notes, shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s 's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust CertificateholderCertificateholder or the Subordinated Noteholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.. Article Nine

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Depositor or the Administrative Agent (without duplication) for its services hereunder hereunder, to the extent not otherwise paid pursuant to Sections 8.04(a) and 8.04(b) of the Indenture, such fees as have been separately agreed upon before the date hereof between the Transferor or Depositor and/or the Administrator Administrative Agent, as the case may be, and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of Depositor shall cause the Trust Certificate, shall be liable as primary obligor for, and shall Administrative Agent to agree to indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from (NALT 20[•]-[•] Amended and Restated Trust Agreement) and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Any amounts due and owing to the Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. Neither the Transferor Depositor nor the Administrator Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such ExpensesExpenses except to the extent not otherwise paid pursuant to Sections 8.04(a) and 8.04(b) of the Indenture. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the TransferorDepositor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor Depositor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor Depositor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of Depositor shall cause the Trust Certificate, shall be liable as primary obligor for, and shall Administrative Agent to agree to indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that neither the Transferor, as holder of Depositor nor the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, with respect to indemnification by the Administrative Agent, from and against Expenses as set forth to which the Depositor is required to indemnify the Owner Trustee and as to which the Owner Trustee has received payment of indemnity from the Depositor or, with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorDepositor and the Administrative Agent, which approval shall not be unreasonably withheld. Neither the Transferor Depositor nor the Administrator Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner TrusteeTrustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the TransferorDepositor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor Depositor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Transferor Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “"Indemnified Parties”") from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Transferor Trust CertificateCertificate and the Subordinated Notes, shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s 's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust CertificateholderCertificateholder or the Subordinated Noteholder, the Indenture Trustee, the Transferor, the Administrator or the ServicerAdministrative Agent, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the ServicerAdministrative Agent, the Transferor or the Indenture Trustee.. ARTICLE NINE

Owner Trustee’s Compensation and Indemnification. NALT 2004-A Amended and Restated Trust Agreement (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, Transferor shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “"Indemnified Parties”") from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Transferor shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth described in Section 2.077.01 for any willful misconduct, bad faith or negligence on the part of the Owner Trustee or in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s 's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor or the Indenture Trustee.. ARTICLE NINE

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, Transferor shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Transferor shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the ServicerAdministrative Agent, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the ServicerAdministrative Agent, the Transferor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent for its services hereunder such fees as have been NALT 2003-A Amended and Restated Trust Agreement separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, Transferor shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “"Indemnified Parties”") from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Transferor shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth described in Section 2.077.01 for any willful misconduct, bad faith or negligence on the part of the Owner Trustee or in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s 's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the AdministratorAdministrative Agent, the Servicer, the Transferor or the Indenture Trustee.. ARTICLE NINE

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar Trustee and any Paying Agent shall receive as compensation from the Administrator for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar Trustee or the Paying Agent. The Transferor, as holder of the Transferor Trust Certificate, shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar Trustee and any Paying Agent and their respective its successors, assigns, agents, servants, officers and employees or any Paying Agent (collectively, the “"Indemnified Parties”") from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Transferor Trust CertificateCertificate and the Subordinated Notes, shall not be liable for or required to indemnify any Indemnified Party the Owner Trustee from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) the second clause of the third sentence of Section 7.01 or for any income taxes on any fees payable to the Owner Trustee or any Indemnified Party Paying Agent as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent Trustee or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s Owner Trustee's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrator shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust CertificateholderCertificateholder or the Subordinated Noteholder, the Indenture Trustee, the Transferor, the Administrator or the ServicerAdministrative Agent, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the ServicerAdministrative Agent, the Transferor or the Indenture Trustee.

Owner Trustee’s Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrator Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor, as holder of the Trust Certificate, shall be liable as primary obligor for, and Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses (other than overhead) that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic DocumentsDocuments (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent hereunder), the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Transferor, as holder of the Trust Certificate, Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) income or (ii) of the third sentence of Section 7.01 or for any income similar taxes on any fees payable to any Indemnified Party as set forth Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 2.077.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the TransferorAdministrative Agent, which approval shall not be unreasonably withheld. Neither Any amounts due and owing to the Transferor nor Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Administrator shall Trust and a claim upon the Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the payment reimbursement of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment payments made by an officer the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the 24 (NALT 20[●]-[●] Amended and Restated Trust Agreement) Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, (iithe Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) any action taken or omitted to be taken in accordance with 8.04(b) of the instructions of any Trust CertificateholderIndenture, the Indenture Trustee, Administrative Agent shall reimburse the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture TrusteeIssuing Entity in full for such payments.