COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.1. Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. Termination of Trust Agreement and Issuer 18 ARTICLE IX SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES 19 Section 9.1. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 Section 9.2. Resignation or Removal of Owner Trustee 19 Section 9.3. Successor Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Section 10.1. Limitation on Rights of Others 22 Section 10.2. No Petition 22 Section 10.3. Limited Recourse 22 Section 10.4. Subordination 22 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 Section 11.1. Amendments 24 Section 11.2. Benefit of Agreement; Third-Party Beneficiaries 25 Section 11.3. Notices 25 Section 11.4. GOVERNING LAW 26 Section 11.5. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2023 (this "Agreement"), among FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as Depositor, THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as Owner Trustee under this Agreement, and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2023-A.
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 16 Section 7.1. Owner Trustee’s Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee 16 Section 7.3. Organizational Expenses of Issuer 17
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 25 Section 8.1 Owner Trustee’s Fees and Expenses 25 Section 8.2 Indemnification 25 Section 8.3 Payments to the Owner Trustee 25 ARTICLE IX TERMINATION 26 Section 9.1 Termination of Trust Agreement 26
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee's Fees and Expenses..................................................................30 Section 8.02. Indemnification....................................................................................30 Section 8.03. Payments to the Owner Trustee......................................................................30 ARTICLE NINE
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 25 Section 8.02. Indemnification 25 Section 8.03. Payments to the Owner Trustee 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 26 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 28 Section 10.02. Resignation or Removal of Owner Trustee 28 Section 10.03. Successor Owner Trustee 29 Section 10.04. Merger or Consolidation of Owner Trustee 29 Section 10.05. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 32 Section 11.02. Representations and Warranties 32 Section 11.03. Information to Be Provided by the Owner Trustee 32 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 34 Section 12.02. Limitations on Rights of Others 35 Section 12.03. Notices 35 Section 12.04. Severability 36 Section 12.05. Counterparts 36 Section 12.06. Successors and Assigns 36 Section 12.07. No Petition 36 Section 12.08. Table of Contents and Headings 36 Page
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. SECTION 8.1 Owner Trustee's Fees and Expenses. Each of the Owner Trustee and the Delaware Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Servicer and such trustee, and each of the Owner Trustee and the Delaware Trustee shall be reimbursed by the Servicer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as such trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 25 Section 8.02. Indemnification 25 Section 8.03. Payments to the Owner Trustee 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 26 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 28 Section 10.02. Resignation or Removal of Owner Trustee 28 Section 10.03. Successor Owner Trustee 29 Section 10.04. Merger or Consolidation of Owner Trustee 29 Section 10.05. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE ELEVEN REGULATION AB
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. SECTION 8.1 Owner Trustee's Fees and Expenses............................. 22 SECTION 8.2 Indemnification............................................... 23 SECTION 8.3 Payments to the Owner Trustee................................. 23 ARTICLE IX TERMINATION
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. SECTION 8.1. The Owner Trustee’s Compensation 15 SECTION 8.2. Indemnification 15 SECTION 8.3. Payments to the Owner Trustee 16
COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. SECTION 7.1 Owner Trustee's Fees and Expenses. Until the Trust has been terminated in accordance with Section 9.1, as compensation for its services hereunder, the Owner Trustee shall be entitled to receive the Owner Trustee's Fee pursuant to Section _ _ of the Servicing Agreement, payable in advance on the Closing Date and on each [January] Payment Date. The following fees and expenses of the Owner Trustee (in addition to the Owner Trustee's Fee) shall be payable from the Trust Estate:
