Common use of COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE Clause in Contracts

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.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2023-A), Trust Agreement (Ford Credit Auto Lease Trust 2023-A)

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COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 25 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 25 Section 7.2. 8.2 Indemnification of 25 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 27 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 27 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 27 Section 9.3. 10.3 Successor Owner Trustee 28 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 29 ARTICLE XI MISCELLANEOUS 30 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 30 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 32 Section 10.1. 11.3 Limitation on Rights of Others 22 32 Section 10.2. 11.4 Notices 32 Section 11.5 Severability 32 Section 11.6 Separate Counterparts and Electronic Signature 32 Section 11.7 Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 No Petition 22 33 Section 10.3. Limited 11.10 No Recourse 22 33 Section 10.4. Subordination 22 11.11 Headings 33 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 33 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 34 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 34 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 34 Section 11.3. Notices 25 11.16 Legal Fees Associated with Indemnification 34 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 11.17 FinCEN Compliance 34 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January October 1, 2023 2020 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

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 OWNER 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 2016-A Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 Section 11.1. Amendments 24 Section 11.2. Benefit of Agreement; Third-Party Beneficiaries Agreement 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 March 1, 2023 2016 (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 to establish Ford Credit Auto Lease Trust 20232016-A.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Two LLC), Trust Agreement (Ford Credit Auto Lease Two LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 23 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 23 Section 7.2. 8.2 Indemnification of 23 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 23 ARTICLE IX TERMINATION 24 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 24 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 25 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 25 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 25 Section 9.3. 10.3 Successor Owner Trustee 26 Section 10.4 Merger or Consolidation of Owner Trustee 26 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 27 ARTICLE XI MISCELLANEOUS 28 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 28 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 30 Section 10.1. 11.3 Limitation on Rights of Others 22 30 Section 10.2. 11.4 Notices 30 Section 11.5 Severability 30 Section 11.6 Separate Counterparts 31 Section 11.7 Successors and Assigns 31 Section 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 22 31 Section 10.3. Limited 11.10 No Recourse 22 31 Section 10.4. Subordination 22 11.11 Headings 31 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 31 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 32 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 32 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 32 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 11.16 Legal Fees Associated with Indemnification 32 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January April 1, 2023 2016 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (CarMax Auto Owner Trust 2016-2), Trust Agreement (CarMax Auto Owner Trust 2016-2)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.1. Owner Trustee’s Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee and Delaware Trustee 17 16 Section 7.3. Organizational Expenses of Issuer 18 17 ARTICLE VIII TERMINATION 18 Section 8.1. Termination of Trust Agreement and Issuer 18 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 18 Section 9.1. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 18 Section 9.2. Resignation or Removal of Owner Trustee 19 Section 9.3. Successor Co-Owner Trustee 20 19 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 20 Section 9.6. Compliance with Delaware Statutory Trust Act 22 21 ARTICLE X OTHER AGREEMENTS 22 21 Section 10.1. Limitation on Rights of Others 22 21 Section 10.2. No Petition 22 21 Section 10.3. Limited Recourse 22 Section 10.4. Subordination 22 Section 10.5. Rights Limited to 20 - Exchange Note 23 22 ARTICLE XI MISCELLANEOUS 24 23 Section 11.1. Amendments 24 23 Section 11.2. Benefit of Agreement; Third-Party Beneficiaries 25 Agreement 24 Section 11.3. Notices 25 Section 11.4. GOVERNING LAW 26 25 Section 11.5. WAIVER OF JURY TRIAL 26 25 Section 11.6. Severability 26 25 Section 11.7. Headings 26 25 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 20 (this "Agreement"), among between FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as Depositor, THE BANK OF NEW YORK MELLONand , a New York banking corporation, not in its individual capacity but solely as Owner Trustee 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 to establish Ford Credit Auto Lease Trust 2023-A.20 - .

Appears in 2 contracts

Samples: Trust Agreement (CAB East LLC), Trust Agreement (CAB East LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 24 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 24 Section 7.2. 8.2 Indemnification of 24 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 26 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 26 Section 9.3. 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 27 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 29 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 29 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 31 Section 10.1. 11.3 Limitation on Rights of Others 22 31 Section 10.2. 11.4 Notices 31 Section 11.5 Severability 31 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 32 Section 10.3. Limited 11.10 No Recourse 22 32 Section 10.4. Subordination 22 11.11 Headings 32 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 32 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 33 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 33 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 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January October 1, 2023 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

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 Section 10.6. Compliance with Corporate Transparency Act 24 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 2024 (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 20232024-A.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2024-A), Trust Agreement (Ford Credit Auto Lease Trust 2024-A)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 24 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 24 Section 7.2. 8.2 Indemnification of 24 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 24 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 26 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 26 Section 9.3. 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 27 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 29 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 29 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 31 Section 10.1. 11.3 Limitation on Rights of Others 22 31 Section 10.2. 11.4 Notices 31 Section 11.5 Severability 31 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 32 Section 10.3. Limited 11.10 No Recourse 22 32 Section 10.4. Subordination 22 11.11 Headings 32 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 32 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 33 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 33 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 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January July 1, 2023 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 31 Section 9.210.02. Resignation or Removal of Owner Trustee 19 31 Section 9.310.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-33 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 21 35 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 37 Section 10.112.02. Limitation Limitations on Rights of Others 22 38 Section 10.212.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 22 39 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 39 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 40 Section 11.512.10. WAIVER OF JURY TRIAL 26 41 Section 11.612.11. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit Electronic Signatures 41 Page EXHIBITS EXHIBIT A Form of Certificate of Trust EA-1 SECOND – FORM OF CERTIFICATE A‑1 EXHIBIT B – FORM OF CERTIFICATE OF TRUST B‑1 EXHIBIT C – FORM OF REPURCHASE REQUEST NOTICE C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January June 1, 2023 2020 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2020-1), Trust Agreement (Mercedes-Benz Auto Receivables Trust 2020-1)

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 September 1, 2023 2021 (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 20232021-A.B.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2021-B), Trust Agreement (Ford Credit Auto Lease Trust 2021-B)

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 October 1, 2023 2017 (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 20232017-A.B.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2017-B), Trust Agreement (Ford Credit Auto Lease Trust 2017-B)

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 2021 (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 20232021-A.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2021-A), Trust Agreement (Ford Credit Auto Lease Trust 2021-A)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 23 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 23 Section 7.2. 8.2 Indemnification of 24 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 24 ARTICLE IX TERMINATION 24 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 24 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 25 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 25 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 26 Section 9.3. 10.3 Successor Owner Trustee 26 Section 10.4 Merger or Consolidation of Owner Trustee 27 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 27 ARTICLE XI MISCELLANEOUS 29 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 29 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 30 Section 10.1. 11.3 Limitation on Rights of Others 22 30 Section 10.2. 11.4 Notices 31 Section 11.5 Severability 31 Section 11.6 Separate Counterparts 31 Section 11.7 Successors and Assigns 31 Section 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 22 31 Section 10.3. Limited 11.10 No Recourse 22 32 Section 10.4. Subordination 22 11.11 Headings 32 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 32 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 32 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 32 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 32 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 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND EXHIBIT C Form of Certificate of Amendment to Certificate of Trust AMENDED AND RESTATED TRUST AGREEMENT, dated as of January October 1, 2023 2016 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 24 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 24 Section 7.2. 8.2 Indemnification of 24 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 24 ARTICLE IX TERMINATION 24 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 24 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 25 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 25 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 26 Section 9.3. 10.3 Successor Owner Trustee 26 Section 10.4 Merger or Consolidation of Owner Trustee 27 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 29 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 29 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 30 Section 10.1. 11.3 Limitation on Rights of Others 22 31 Section 10.2. 11.4 Notices 31 Section 11.5 Severability 31 Section 11.6 Separate Counterparts 31 Section 11.7 Successors and Assigns 31 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 32 Section 10.3. Limited 11.10 No Recourse 22 32 Section 10.4. Subordination 22 11.11 Headings 32 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 32 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 32 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 32 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 33 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 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January April 1, 2023 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 31 Section 9.210.02. Resignation or Removal of Owner Trustee 19 31 Section 9.310.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-33 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 21 35 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 37 Section 10.112.02. Limitation Limitations on Rights of Others 22 38 Section 10.212.03. Notices 39 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 22 39 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 39 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 40 Section 11.512.10. WAIVER OF JURY TRIAL 26 41 Section 11.612.11. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Electronic Signatures 41 Page EXHIBITS Exhibit A – Form of Certificate A‑1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January October 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2023-2), Trust Agreement (Mercedes-Benz Auto Receivables Trust 2023-2)

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 September 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.B.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2023-B), Trust Agreement (Ford Credit Auto Lease Trust 2023-B)

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 March 1, 2023 2017 (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 20232017-A.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2017-A), Trust Agreement (Ford Credit Auto Lease Two LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.1. Owner Trustee’s Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee and Delaware Trustee 17 16 Section 7.3. Organizational Expenses of Issuer 18 17 ARTICLE VIII TERMINATION 18 17 Section 8.1. Termination of Trust Agreement and Issuer 18 17 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 18 Section 9.1. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 18 Section 9.2. Resignation or Removal of Owner Trustee 19 18 Section 9.3. Successor Co-Owner Trustee 20 19 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 20 Section 9.6. Compliance with Delaware Statutory Trust Act 22 21 ARTICLE X OTHER AGREEMENTS 22 21 Section 10.1. Limitation on Rights of Others 22 21 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 21 ARTICLE XI MISCELLANEOUS 24 21 Section 11.1. Amendments 24 21 Section 11.2. Benefit of Agreement; Third-Party Beneficiaries 25 23 Section 11.3. Notices 25 23 Section 11.4. GOVERNING LAW 26 24 Section 11.5. WAIVER OF JURY TRIAL 26 24 Section 11.6. Severability 26 24 Section 11.7. Headings 26 24 Section 11.8. Counterparts 26 Exhibit A Form of Certificate of Trust EA-1 24 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January June 1, 2023 2019 (this "Agreement"), among between FORD CREDIT AUTO LEASE RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 trustee under this Agreement, for Ford Credit Auto Lease Owner Trust 20232019-A.B.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Owner Trust 2019-B), Trust Agreement (Ford Credit Auto Owner Trust 2019-B)

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 July 1, 2023 2020 (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 20232020-A.B.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2020-B), Trust Agreement (Ford Credit Auto Lease Trust 2020-B)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 25 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 25 Section 7.2. 8.2 Indemnification of 25 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 26 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 27 Section 9.3. 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 29 ARTICLE XI MISCELLANEOUS 30 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 30 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 31 Section 10.1. 11.3 Limitation on Rights of Others 22 32 Section 10.2. 11.4 Notices 32 Section 11.5 Severability 32 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 33 Section 11.9 No Petition 22 33 Section 10.3. Limited 11.10 No Recourse 22 33 Section 10.4. Subordination 22 11.11 Headings 33 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 33 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 33 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 34 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 11.16 Legal Fees Associated with Indemnification 34 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January July 1, 2023 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 24 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 24 Section 7.2. 8.2 Indemnification of 24 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 26 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 26 Section 9.3. 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 29 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 29 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 31 Section 10.1. 11.3 Limitation on Rights of Others 22 31 Section 10.2. 11.4 Notices 31 Section 11.5 Severability 32 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 32 Section 10.3. Limited 11.10 No Recourse 22 32 Section 10.4. Subordination 22 11.11 Headings 33 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 33 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 33 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 33 Section 11.3. Notices 25 11.16 Legal Fees Associated with Indemnification 33 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 11.17 FinCEN Compliance 33 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2023 2019 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 24 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 24 Section 7.2. 8.2 Indemnification of 25 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 26 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 27 Section 9.3. 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 30 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 30 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 31 Section 10.1. 11.3 Limitation on Rights of Others 22 31 Section 10.2. 11.4 Notices 32 Section 11.5 Severability 32 Section 11.6 Separate Counterparts and Electronic Signature 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 32 Section 10.3. Limited 11.10 No Recourse 22 33 Section 10.4. Subordination 22 11.11 Headings 33 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 33 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 33 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 33 Section 11.3. Notices 25 11.16 Legal Fees Associated with Indemnification 33 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 11.17 FinCEN Compliance 34 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January April 1, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 25 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 25 Section 7.2. 8.2 Indemnification of 25 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 26 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 27 Section 9.3. 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 30 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 30 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 31 Section 10.1. 11.3 Limitation on Rights of Others 22 32 Section 10.2. 11.4 Notices 32 Section 11.5 Severability 32 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 33 Section 10.3. Limited 11.10 No Recourse 22 33 Section 10.4. Subordination 22 11.11 Headings 33 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 33 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 33 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 33 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 11.16 Legal Fees Associated with Indemnification 34 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January April 1, 2023 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 23 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 23 Section 7.2. 8.2 Indemnification of 23 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 23 ARTICLE IX TERMINATION 23 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 23 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 25 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 25 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 25 Section 9.3. 10.3 Successor Owner Trustee 26 Section 10.4 Merger or Consolidation of Owner Trustee 26 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 27 ARTICLE XI MISCELLANEOUS 28 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 28 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 29 Section 10.1. 11.3 Limitation on Rights of Others 22 30 Section 10.2. 11.4 Notices 30 Section 11.5 Severability 30 Section 11.6 Separate Counterparts 30 Section 11.7 Successors and Assigns 30 Section 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 22 31 Section 10.3. Limited 11.10 No Recourse 22 31 Section 10.4. Subordination 22 11.11 Headings 31 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 31 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 31 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 32 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 32 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 11.16 Legal Fees Associated with Indemnification 32 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January July 1, 2023 2016 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 26 Section 7.28.02. Indemnification of 26 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 26 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 27 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 28 Section 9.210.02. Resignation or Removal of Owner Trustee 19 28 Section 9.310.03. Successor Owner Trustee 29 Section 10.04. Merger or Consolidation of Owner Trustee 29 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-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 21 32 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 34 Section 10.112.02. Limitation Limitations on Rights of Others 22 35 Section 10.212.03. Notices 36 Section 12.04. Severability 36 Section 12.05. Counterparts 36 Section 12.06. Successors and Assigns 36 Section 12.07. No Petition 22 36 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 36 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 37 Section 11.512.10. WAIVER OF JURY TRIAL 26 38 iii Page Section 11.612.11. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Electronic Signatures 38 EXHIBITS Exhibit A – Form of Certificate A‑1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2023 2024 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2024-1), Trust Agreement (Mercedes-Benz Auto Receivables Trust 2024-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 31 Section 9.210.02. Resignation or Removal of Owner Trustee 19 31 Section 9.310.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-33 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 21 35 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 37 Section 10.112.02. Limitation Limitations on Rights of Others 22 38 Section 10.212.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 iii Page Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 22 39 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 39 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 40 Section 11.512.10. WAIVER OF JURY TRIAL 26 41 Section 11.612.11. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Electronic Signatures 41 EXHIBITS Exhibit A – Form of Certificate A‑1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January October 1, 2023 2022 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Daimler Trucks Retail Trust 2022-1), Trust Agreement (Daimler Trucks Retail Trust 2022-1)

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 February 1, 2023 2019 (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 20232019-A.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2019-A), Trust Agreement (Ford Credit Auto Lease Trust 2019-A)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 23 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 23 Section 7.2. 8.2 Indemnification of 23 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 23 ARTICLE IX TERMINATION 24 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 24 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 25 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 25 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 25 Section 9.3. 10.3 Successor Owner Trustee 26 Section 10.4 Merger or Consolidation of Owner Trustee 26 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 27 ARTICLE XI MISCELLANEOUS 28 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 28 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 30 Section 10.1. 11.3 Limitation on Rights of Others 22 30 Section 10.2. 11.4 Notices 30 Section 11.5 Severability 30 Section 11.6 Separate Counterparts 31 Section 11.7 Successors and Assigns 31 Section 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 22 31 Section 10.3. Limited 11.10 No Recourse 22 31 Section 10.4. Subordination 22 11.11 Headings 31 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 31 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 32 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 32 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 32 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 11.16 Legal Fees Associated with Indemnification 32 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January February 1, 2023 2016 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (CarMax Auto Owner Trust 2016-1), Trust Agreement (CarMax Auto Owner Trust 2016-1)

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 April 1, 2023 2018 (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 20232018-A.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2018-A), Trust Agreement (Ford Credit Auto Lease Trust 2018-A)

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 September 1, 2023 2018 (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 20232018-A.B.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2018-B), Trust Agreement (Ford Credit Auto Lease Trust 2018-B)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 25 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 25 Section 7.2. 8.2 Indemnification of 25 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 27 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 27 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 27 Section 9.3. 10.3 Successor Owner Trustee 28 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 29 ARTICLE XI MISCELLANEOUS 30 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 30 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 32 Section 10.1. 11.3 Limitation on Rights of Others 22 32 Section 10.2. 11.4 Notices 32 Section 11.5 Severability 32 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 33 Section 11.9 No Petition 22 33 Section 10.3. Limited 11.10 No Recourse 22 33 Section 10.4. Subordination 22 11.11 Headings 33 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 33 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 33 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 34 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 34 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 11.16 Legal Fees Associated with Indemnification 34 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January October 1, 2023 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

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 21 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 April 1, 2023 2022 (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 20232022-A.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2022-A), Trust Agreement (Ford Credit Auto Lease Trust 2022-A)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 30 Section 9.210.02. Resignation or Removal of Owner Trustee 19 30 Section 9.310.03. Successor Owner Trustee 31 Section 10.04. Merger or Consolidation of Owner Trustee 31 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-32 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 34 Section 11.02. Representations and Warranties 34 Section 11.03. Information to Be Provided by the Owner Trustee 21 34 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 36 Section 10.112.02. Limitation Limitations on Rights of Others 22 37 Section 10.212.03. Notices 38 Section 12.04. Severability 38 Section 12.05. Counterparts 38 Page Section 12.06. Successors and Assigns 38 Section 12.07. No Petition 22 38 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 38 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 40 Section 11.512.10. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 41 EXHIBITS Exhibit A – Form of Certificate A‑1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January March 1, 2023 2020 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Daimler Trucks Retail Trust 2020-1), Trust Agreement (Daimler Trucks Retail Trust 2020-1)

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 2020 (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 20232020-A.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2020-A), Trust Agreement (Ford Credit Auto Lease Trust 2020-A)

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 July 1, 2023 2019 (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 20232019-A.B.

Appears in 2 contracts

Samples: Trust Agreement (Ford Credit Auto Lease Trust 2019-B), Trust Agreement (Ford Credit Auto Lease Trust 2019-B)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 31 Section 9.210.02. Resignation or Removal of Owner Trustee 19 31 Section 9.310.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-33 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 21 35 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 37 Section 10.112.02. Limitation Limitations on Rights of Others 22 38 Section 10.212.03. Notices 39 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Page Section 12.07. No Petition 22 39 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 39 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 40 Section 11.512.10. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 41 EXHIBITS Exhibit A – Form of Certificate A‑1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January September 1, 2023 2019 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2019-1), Trust Agreement (Mercedes-Benz Auto Receivables Trust 2019-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 24 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 24 Section 7.2. 8.2 Indemnification of 24 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 26 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 26 Section 9.3. 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 27 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 29 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 29 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 31 Section 10.1. 11.3 Limitation on Rights of Others 22 31 Section 10.2. 11.4 Notices 31 Section 11.5 Severability 31 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 32 Section 10.3. Limited 11.10 No Recourse 22 32 Section 10.4. Subordination 22 11.11 Headings 32 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 32 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 33 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 33 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 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2023 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

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COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 24 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 24 Section 7.2. 8.2 Indemnification of 24 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 24 ARTICLE IX TERMINATION 24 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 24 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 25 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 25 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 26 Section 9.3. 10.3 Successor Owner Trustee 26 Section 10.4 Merger or Consolidation of Owner Trustee 27 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 29 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 29 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 30 Section 10.1. 11.3 Limitation on Rights of Others 22 31 Section 10.2. 11.4 Notices 31 Section 11.5 Severability 31 Section 11.6 Separate Counterparts 31 Section 11.7 Successors and Assigns 31 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 32 Section 10.3. Limited 11.10 No Recourse 22 32 Section 10.4. Subordination 22 11.11 Headings 32 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 32 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 32 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 32 Section 11.15 Ratification of Agreement; Third-Party Beneficiaries 25 Prior Actions 33 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 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2023 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Carmax Auto Funding LLC), Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 31 Section 9.210.02. Resignation or Removal of Owner Trustee 19 31 Section 9.310.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-33 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 21 35 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 37 Section 10.112.02. Limitation Limitations on Rights of Others 22 38 Section 10.212.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 22 39 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 39 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 40 Section 11.512.10. WAIVER OF JURY TRIAL 26 41 iii Page Section 11.612.11. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Electronic Signatures 41 EXHIBITS Exhibit A A– Form of Certificate A‑1 Exhibit B– Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January April 1, 2023 2024 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Daimler Trucks Retail Trust 2024-1), Trust Agreement (Daimler Trucks Retail Trust 2024-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 30 Section 7.28.02. Indemnification of 30 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 30 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 31 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 33 Section 9.210.02. Resignation or Removal of Owner Trustee 19 33 Section 9.310.03. Successor Owner Trustee 34 Section 10.04. Merger or Consolidation of Owner Trustee 34 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-35 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 37 Section 11.02. Representations and Warranties 37 Section 11.03. Information to Be Provided by the Owner Trustee 21 37 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Supplements and Amendments 39 Section 12.02. No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 40 Section 10.112.03. Limitation Limitations on Rights of Others 22 41 Section 10.212.04. Notices 41 Section 12.05. Severability 41 Section 12.06. Counterparts 41 Section 12.07. Successors and Assigns 41 Section 12.08. Covenants of the Depositor 42 Section 12.09. No Petition 22 42 Section 10.312.10. Limited No Recourse 22 42 Section 10.412.11. Subordination 22 Headings 42 iii Page 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 11.412.12. GOVERNING LAW 26 42 Section 11.512.13. WAIVER OF JURY TRIAL 26 Servicer Payment Obligation 42 Section 11.612.14. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Obligations with Respect to the Swap Counterparty 42 EXHIBITS Exhibit A Form of Certificate of Trust EA-1 SECOND A-1 AMENDED AND RESTATED TRUST AGREEMENTAGREEMENT This Amended and Restated Trust Agreement, dated as of January June 1, 2023 (this "Agreement")2007, among FORD CREDIT AUTO LEASE TWO is between WDS Receivables LLC, a Delaware Nevada limited liability company, as depositor (the “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 DELAWAREWilmington Trust Company, 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.trustee (the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Wachovia Auto Loan Owner Trust 2007-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 26 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 26 Section 7.2. 8.2 Indemnification of 26 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 26 ARTICLE IX TERMINATION 27 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 27 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 28 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 28 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 28 Section 9.3. 10.3 Successor Owner Trustee 29 Section 10.4 Merger or Consolidation of Owner Trustee 29 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 30 ARTICLE XI MISCELLANEOUS 31 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 31 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 33 Section 10.1. 11.3 Limitation on Rights of Others 22 33 Section 10.2. 11.4 Notices 33 Section 11.5 Severability 34 Section 11.6 Separate Counterparts 34 Section 11.7 Successors and Assigns 34 Page Section 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 22 34 Section 10.3. Limited 11.10 No Recourse 22 34 Section 10.4. Subordination 22 11.11 Headings 34 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 35 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 35 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 35 Section 11.15 Ratification 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 Prior Actions 35 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January November 1, 2023 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (CarMax Auto Owner Trust 2014-4)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 26 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 26 Section 7.2. 8.2 Indemnification of 26 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 26 ARTICLE IX TERMINATION 27 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 27 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 28 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 28 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 28 Section 9.3. 10.3 Successor Owner Trustee 29 Section 10.4 Merger or Consolidation of Owner Trustee 29 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 30 ARTICLE XI MISCELLANEOUS 31 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 31 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 33 Section 10.1. 11.3 Limitation on Rights of Others 22 33 Section 10.2. 11.4 Notices 33 Section 11.5 Severability 34 Section 11.6 Separate Counterparts 34 Section 11.7 Successors and Assigns 34 Section 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 22 34 Section 10.3. Limited 11.10 No Recourse 22 34 Section 10.4. Subordination 22 11.11 Headings 34 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 35 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 35 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 35 Section 11.15 Ratification 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 Prior Actions 35 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January October 1, 2023 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (CarMax Auto Owner Trust 2015-4)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 24 Section 7.28.02. Indemnification of 24 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 24 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 25 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 27 Section 9.210.02. Resignation or Removal of Owner Trustee 19 27 Section 9.310.03. Successor Owner Trustee 28 Section 10.04. Merger or Consolidation of Owner Trustee 28 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-29 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 31 Section 11.02. Representations and Warranties 31 Section 11.03. Information to Be Provided by the Owner Trustee 21 31 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 33 Section 10.112.02. Limitation Limitations on Rights of Others 22 34 Section 10.212.03. Notices 34 Section 12.04. Severability 35 Section 12.05. Counterparts 35 Section 12.06. Successors and Assigns 35 Section 12.07. No Petition 22 35 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 36 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 11.412.09. 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 36 EXHIBITS Exhibit A Form of Certificate of Trust EA-1 A-1 This SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January April 1, 2023 2010 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “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 WILMINGTON TRUST OF DELAWARECOMPANY, 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.trustee (the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2010-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 26 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 26 Section 7.2. 8.2 Indemnification of 26 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 26 ARTICLE IX TERMINATION 27 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 27 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 28 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 28 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 28 Section 9.3. 10.3 Successor Owner Trustee 29 Section 10.4 Merger or Consolidation of Owner Trustee 29 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 30 ARTICLE XI MISCELLANEOUS 31 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 31 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 33 Section 10.1. 11.3 Limitation on Rights of Others 22 33 Section 10.2. 11.4 Notices 33 Section 11.5 Severability 34 Section 11.6 Separate Counterparts 34 Section 11.7 Successors and Assigns 34 Section 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 22 34 Section 10.3. Limited 11.10 No Recourse 22 34 Section 10.4. Subordination 22 11.11 Headings 34 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 35 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 35 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 35 Section 11.15 Ratification 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 Prior Actions 35 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January February 1, 2023 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (CarMax Auto Owner Trust 2015-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 26 Section 7.28.02. Indemnification of 26 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 26 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 27 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 29 Section 9.210.02. Resignation or Removal of Owner Trustee 19 29 Section 9.310.03. Successor Owner Trustee 30 Section 10.04. Merger or Consolidation of Owner Trustee 30 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-31 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 33 Section 11.02. Representations and Warranties 33 Section 11.03. Information to Be Provided by the Owner Trustee 21 33 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 35 Section 10.112.02. Limitation Limitations on Rights of Others 22 36 Section 10.212.03. Notices 36 Section 12.04. Severability 37 Section 12.05. Counterparts 37 Section 12.06. Successors and Assigns 37 Page Section 12.07. No Petition 22 37 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 37 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 11.412.09. GOVERNING LAW 26 38 Section 11.512.10. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 38 EXHIBITS Exhibit A – Form of Certificate A‑1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January July 1, 2023 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2018-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 23 Section 7.28.02. Indemnification of 23 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 23 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 24 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.210.02. Resignation or Removal of Owner Trustee 19 26 Section 9.310.03. Successor Owner Trustee 27 Section 10.04. Merger or Consolidation of Owner Trustee 27 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-28 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 30 Section 11.02. Representations and Warranties 30 Section 11.03. Information to Be Provided by the Owner Trustee 21 30 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 32 Section 10.112.02. Limitation Limitations on Rights of Others 22 33 Section 10.212.03. Notices 33 Section 12.04. Severability 34 Section 12.05. Counterparts 34 Section 12.06. Successors and Assigns 34 Section 12.07. No Petition 22 34 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 34 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 11.412.09. 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 35 Page EXHIBITS Exhibit A Form of Certificate of Trust EA-1 SECOND A-1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January _____ 1, 2023 2009 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “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 WILMINGTON TRUST OF DELAWARECOMPANY, 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.trustee (the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Daimler Retail Receivables LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 23 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 23 Section 7.2. 8.2 Indemnification of 23 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 24 ARTICLE IX TERMINATION 24 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 24 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 25 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 25 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 25 Section 9.3. 10.3 Successor Owner Trustee 26 Section 10.4 Merger or Consolidation of Owner Trustee 27 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 27 ARTICLE XI MISCELLANEOUS 28 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 28 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 30 Section 10.1. 11.3 Limitation on Rights of Others 22 30 Section 10.2. 11.4 Notices 30 Section 11.5 Severability 31 Section 11.6 Separate Counterparts 31 Section 11.7 Successors and Assigns 31 Section 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 22 31 Section 10.3. Limited 11.10 No Recourse 22 31 Section 10.4. Subordination 22 11.11 Headings 31 Section 10.5. Rights Limited 11.12 Governing Law; Waiver of Jury Trial 32 Section 11.13 Depositor Payment Obligation 32 Section 11.14 Certificates Nonassessable and Fully Paid 32 Section 11.15 [Obligations with Respect to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 the Swap Counterparty] 32 Section 11.1. Amendments 24 Section 11.2. Benefit 11.16 Ratification 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 Prior Actions 32 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1[ ], 2023 20[ ] (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand [ ], a New York banking corporation[ ], as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 27 Section 7.28.02. Indemnification of 27 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 27 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 28 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 30 Section 9.210.02. Resignation or Removal of Owner Trustee 19 30 Section 9.310.03. Successor Owner Trustee 31 Section 10.04. Merger or Consolidation of Owner Trustee 31 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-32 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 34 Section 11.02. Representations and Warranties 34 Section 11.03. Information to Be Provided by the Owner Trustee 21 34 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 36 Section 10.112.02. Limitation Limitations on Rights of Others 22 37 Section 10.212.03. Notices 37 Section 12.04. Severability 38 Section 12.05. Counterparts 38 Section 12.06. Successors and Assigns 38 Page Section 12.07. No Petition 22 38 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 38 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 11.412.09. GOVERNING LAW 26 39 Section 11.512.10. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 40 EXHIBITS Exhibit A – Form of Certificate A‑1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1[●], 2023 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand [●], a New York [national banking corporationassociation], not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Daimler Retail Receivables LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 26 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 26 Section 7.2. 8.2 Indemnification of 26 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 26 ARTICLE IX TERMINATION 26 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 26 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 28 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 28 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 28 Section 9.3. 10.3 Successor Owner Trustee 29 Section 10.4 Merger or Consolidation of Owner Trustee 29 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 30 ARTICLE XI MISCELLANEOUS 31 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 31 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 33 Section 10.1. 11.3 Limitation on Rights of Others 22 33 Section 10.2. 11.4 Notices 33 Section 11.5 Severability 33 Section 11.6 Separate Counterparts 33 Section 11.7 Successors and Assigns 33 Section 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 22 34 Section 10.3. Limited 11.10 No Recourse 22 34 Section 10.4. Subordination 22 11.11 Headings 34 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 34 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 34 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 35 Section 11.15 Ratification 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 Prior Actions 35 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January August 1, 2023 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (CarMax Auto Owner Trust 2014-3)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. [AND DELAWARE TRUSTEE TRUSTEE] 16 Section 7.1. Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee [and Delaware Trustee 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 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 [SECOND] AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1________, 2023 20__ (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.20__-__.

Appears in 1 contract

Samples: Trust Agreement (CAB East LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 24 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 24 Section 7.2. 8.2 Indemnification of 25 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE IX TERMINATION 25 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 25 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 26 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 26 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 27 Section 9.3. 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 28 ARTICLE XI MISCELLANEOUS 30 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 30 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 31 Section 10.1. 11.3 Limitation on Rights of Others 22 31 Section 10.2. 11.4 Notices 32 Section 11.5 Severability 32 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 22 32 Section 10.3. Limited 11.10 No Recourse 22 33 Section 10.4. Subordination 22 11.11 Headings 33 Section 10.5. Rights Limited 11.12 Governing Law; Waiver of Jury Trial 33 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 [Obligations with Respect to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 the Swap Counterparty] 33 Section 11.1. Amendments 24 11.16 Ratification of Prior Actions 33 Section 11.2. Benefit 11.17 Legal Fees Associated with Indemnification 34 EXHIBITS EXHIBIT A Form 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 Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1[________], 2023 20[__] (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand [________________________________], a New York banking corporation[_________], as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 11 Section 7.1. Owner Trustee's Fees and Expenses 16 11 Section 7.2. Indemnification of Owner Trustee and Delaware Trustee 17 11 Section 7.3. Organizational Expenses of Issuer 18 12 ARTICLE VIII TERMINATION 18 12 Section 8.1. Termination of Trust Agreement and Issuer 18 12 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 12 Section 9.1. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 12 Section 9.2. Resignation or Removal of Owner Trustee 19 13 Section 9.3. Successor Co-Owner Trustee 20 13 Section 9.4. Merger or Consolidation; Transfer of Assets 20 14 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 14 Section 9.6. Compliance with Delaware Statutory Trust Act 22 14 ARTICLE X OTHER AGREEMENTS 22 14 Section 10.1. Limitation on Rights of Others 22 14 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 15 ARTICLE XI MISCELLANEOUS 24 15 Section 11.1. Amendments 24 15 Section 11.2. Benefit of Agreement; Third-Party Beneficiaries 25 16 Section 11.3. Notices 25 16 Section 11.4. GOVERNING LAW 26 16 Section 11.5. WAIVER OF JURY TRIAL 26 16 Section 11.6. Severability 26 16 Section 11.7. Headings 26 16 Section 11.8. Counterparts 26 Exhibit A Form of Certificate of Trust EA-1 16 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January June 1, 2023 2022 (this "Agreement"), among between FORD CREDIT AUTO LEASE RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, 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 trustee under this Agreement, for Ford Credit Auto Lease Owner Trust 20232022-A.B.

Appears in 1 contract

Samples: Trust Agreement (Ford Credit Auto Owner Trust 2022-B)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 31 Section 9.210.02. Resignation or Removal of Owner Trustee 19 31 Section 9.310.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-33 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 21 35 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 37 Section 10.112.02. Limitation Limitations on Rights of Others 22 38 Section 10.212.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Page Section 12.07. No Petition 22 39 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 39 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 40 Section 11.512.10. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 41 EXHIBITS Exhibit A – Form of Certificate A-1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B-1 Exhibit C – Form of Repurchase Request Notice C-1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1[●], 2023 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand [●], a New York [national banking corporationassociation], not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Daimler Retail Receivables LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 25 Section 7.28.02. Indemnification of 25 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 26 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 27 Section 9.210.02. Resignation or Removal of Owner Trustee 19 27 Section 9.310.03. Successor Owner Trustee 28 Section 10.04. Merger or Consolidation of Owner Trustee 28 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-29 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 31 Section 11.02. Representations and Warranties 31 Section 11.03. Information to Be Provided by the Owner Trustee 21 31 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 33 Section 10.112.02. Limitation Limitations on Rights of Others 22 34 Section 10.212.03. Notices 35 Section 12.04. Severability 35 Section 12.05. Counterparts 35 Section 12.06. Successors and Assigns 35 Section 12.07. No Petition 22 35 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 35 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 36 Section 11.512.10. WAIVER OF JURY TRIAL 26 37 Section 11.612.11. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit Electronic Signatures 37 Page EXHIBITS EXHIBIT A Form of Certificate of Trust EA-1 SECOND – FORM OF CERTIFICATE A‑1 EXHIBIT B – FORM OF CERTIFICATE OF TRUST B‑1 EXHIBIT C – FORM OF REPURCHASE REQUEST NOTICE C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January November 1, 2023 2022 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2022-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 30 Section 9.210.02. Resignation or Removal of Owner Trustee 19 30 Section 9.310.03. Successor Owner Trustee 31 Section 10.04. Merger or Consolidation of Owner Trustee 31 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-32 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 34 Section 11.02. Representations and Warranties 34 Section 11.03. Information to Be Provided by the Owner Trustee 21 34 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 36 Section 10.112.02. Limitation Limitations on Rights of Others 22 37 Section 10.212.03. Notices 38 Section 12.04. Severability 38 Section 12.05. Counterparts 38 Section 12.06. Successors and Assigns 38 Section 12.07. No Petition 22 38 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 38 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 39 Section 11.512.10. WAIVER OF JURY TRIAL 26 40 Section 11.612.11. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit Electronic Signatures 40 Page EXHIBITS EXHIBIT A Form of Certificate of Trust EA-1 SECOND – FORM OF CERTIFICATE A‑1 EXHIBIT B – FORM OF CERTIFICATE OF TRUST B‑1 EXHIBIT C – FORM OF REPURCHASE REQUEST NOTICE C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2023-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 28 Section 7.28.02. Indemnification of 28 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 29 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 31 Section 9.210.02. Resignation or Removal of Owner Trustee 19 31 Section 9.310.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-33 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 21 35 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 37 Section 10.112.02. Limitation Limitations on Rights of Others 22 38 Section 10.212.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 22 39 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 39 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 11.412.09. GOVERNING LAW 26 LAW; SUBMISSION TO JURISDICTION 40 Section 11.512.10. WAIVER OF JURY TRIAL 26 41 Section 11.612.11. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit Electronic Signatures 41 Page EXHIBITS EXHIBIT A Form of Certificate of Trust EA-1 SECOND – FORM OF CERTIFICATE A‑1 EXHIBIT B – FORM OF CERTIFICATE OF TRUST B‑1 EXHIBIT C – FORM OF REPURCHASE REQUEST NOTICE C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2023-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 7.18.01. Owner Trustee’s Fees and Expenses 16 26 Section 7.28.02. Indemnification of 26 Section 8.03. Payments to the Owner Trustee and Delaware Trustee 17 26 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.19.01. Termination of Trust Agreement and Issuer 18 27 ARTICLE IX TEN SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.110.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 29 Section 9.210.02. Resignation or Removal of Owner Trustee 19 29 Section 9.310.03. Successor Owner Trustee 30 Section 10.04. Merger or Consolidation of Owner Trustee 30 Section 10.05. Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-31 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 33 Section 11.02. Representations and Warranties 33 Section 11.03. Information to Be Provided by the Owner Trustee 21 33 ARTICLE TWELVE MISCELLANEOUS Section 9.612.01. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Supplements and Amendments 35 Section 10.112.02. Limitation Limitations on Rights of Others 22 36 Section 10.212.03. Notices 37 Section 12.04. Severability 37 Section 12.05. Counterparts 37 Section 12.06. Successors and Assigns 37 Page Section 12.07. No Petition 22 37 Section 10.312.08. Limited Recourse 22 Table of Contents and Headings 37 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 11.412.09. GOVERNING LAW 26 38 Section 11.512.10. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 38 EXHIBITS Exhibit A – Form of Certificate A‑1 Exhibit B – Form of Certificate of Trust EA-1 SECOND B‑1 Exhibit C – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January July 1, 2023 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among FORD CREDIT AUTO LEASE TWO is between DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand WILMINGTON TRUST, NATIONAL ASSOCIATION, a New York national banking corporationassociation, not in its individual capacity but solely as trustee (the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2018-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 26 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 26 Section 7.2. 8.2 Indemnification of 26 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 27 ARTICLE IX TERMINATION 27 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 27 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 28 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 28 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 28 Section 9.3. 10.3 Successor Owner Trustee 29 Section 10.4 Merger or Consolidation of Owner Trustee 29 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 30 ARTICLE XI MISCELLANEOUS 31 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 31 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 33 Section 10.1. 11.3 Limitation on Rights of Others 22 33 Section 10.2. 11.4 Notices 33 Section 11.5 Severability 34 Section 11.6 Separate Counterparts 34 Section 11.7 Successors and Assigns 34 Section 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 22 34 Section 10.3. Limited 11.10 No Recourse 22 34 Section 10.4. Subordination 22 11.11 Headings 34 Section 10.5. Rights Limited 11.12 Governing Law; Waiver of Jury Trial 34 Section 11.13 Depositor Payment Obligation 35 Section 11.14 Certificates Nonassessable and Fully Paid 35 Section 11.15 [Obligations with Respect to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 the Swap Counterparty] 35 Section 11.1. Amendments 24 Section 11.2. Benefit 11.16 Ratification 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 Prior Actions 35 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1[ ], 2023 20[ ] (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK MELLONand [ ], a New York banking corporation[ ], as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Carmax Auto Funding LLC)

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 20 (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.20 - .

Appears in 1 contract

Samples: Trust Agreement (CAB West LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 26 Section 7.1. 8.1 Owner Trustee’s Fees and Expenses 16 26 Section 7.2. 8.2 Indemnification of 26 Section 8.3 Payments to the Owner Trustee and Delaware Trustee 17 26 ARTICLE IX TERMINATION 27 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. 9.1 Termination of Trust Agreement and Issuer 18 27 ARTICLE IX X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 28 Section 9.1. 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 19 28 Section 9.2. 10.2 Resignation or Removal of Owner Trustee 19 28 Section 9.3. 10.3 Successor Owner Trustee 29 Section 10.4 Merger or Consolidation of Owner Trustee 29 Section 10.5 Appointment of Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 30 ARTICLE XI MISCELLANEOUS 31 Section 9.6. Compliance with Delaware Statutory 11.1 Supplements and Amendments 31 Section 11.2 No Legal Title to Owner Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Estate in Certificateholders 33 Section 10.1. 11.3 Limitation on Rights of Others 22 33 Section 10.2. 11.4 Notices 33 Section 11.5 Severability 34 Section 11.6 Separate Counterparts 34 Section 11.7 Successors and Assigns 34 Section 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 22 34 Section 10.3. Limited 11.10 No Recourse 22 34 Section 10.4. Subordination 22 11.11 Headings 34 Section 10.5. Rights Limited to Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 11.12 Governing Law; Waiver of Jury Trial 35 Section 11.1. Amendments 24 11.13 Depositor Payment Obligation 35 Section 11.2. Benefit 11.14 Certificates Nonassessable and Fully Paid 35 Section 11.15 Ratification 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 Prior Actions 35 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of January August 1, 2023 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), among FORD CREDIT between CARMAX AUTO LEASE TWO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE and U.S. BANK OF NEW YORK MELLONTRUST NATIONAL ASSOCIATION, a New York national banking corporationassociation, as owner trustee and not in its individual capacity but solely as (in such capacity, the “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.Trustee”).

Appears in 1 contract

Samples: Trust Agreement (CarMax Auto Owner Trust 2015-3)

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