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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 Section 10.02. Resignation or Removal of Owner Trustee 31 Section 10.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee or Separate Trustee 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations on Rights of Others 38 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 39 Section 12.08. Table of Contents and Headings 39 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 EXHIBITS Exhibit A– 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 April 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

Appears in 2 contracts

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

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COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 Section 10.02. Resignation or Removal of Owner Trustee 31 Section 10.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee or Separate Trustee 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations on Rights of Others 38 Section 12.03. Notices 38 39 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Page Section 12.07. No Petition 39 Section 12.08. Table of Contents and Headings 39 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April September 1, 2024 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner 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. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 30 Section 10.02. Resignation or Removal of Owner Trustee 31 30 Section 10.03. Successor Owner Trustee 32 31 Section 10.04. Merger or Consolidation of Owner Trustee 32 31 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 32 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 34 Section 11.02. Representations and Warranties 35 34 Section 11.03. Information to Be Provided by the Owner Trustee 35 34 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 36 Section 12.02. Limitations on Rights of Others 38 37 Section 12.03. Notices 38 Section 12.04. Severability 39 38 Section 12.05. Counterparts 39 38 Page Section 12.06. Successors and Assigns 39 38 Section 12.07. No Petition 39 38 Section 12.08. Table of Contents and Headings 39 38 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April March 1, 2024 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner 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. 24 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 24 Section 8.02. 8.2 Indemnification 28 24 Section 8.03. 8.3 Payments to the Owner Trustee 28 24 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 24 Section 9.01. 9.1 Termination of Trust Agreement 29 24 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 25 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 25 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 26 Section 10.03. 10.3 Successor Owner Trustee 32 26 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 27 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 29 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 29 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 30 Section 11.3 Limitation on Rights of Others 38 31 Section 12.03. 11.4 Notices 38 31 Section 12.04. 11.5 Severability 39 31 Section 12.05. 11.6 Separate Counterparts 39 31 Section 12.06. 11.7 Successors and Assigns 39 31 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 32 Section 12.08. Table 11.10 No Recourse 32 Section 11.11 Headings 32 Section 11.12 Governing Law; Waiver of Contents Jury Trial 32 Section 11.13 Depositor Payment Obligation 32 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 32 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April January 1, 2024 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 2 contracts

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 23 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 23 Section 8.02. 8.2 Indemnification 28 24 Section 8.03. 8.3 Payments to the Owner Trustee 28 24 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 24 Section 9.01. 9.1 Termination of Trust Agreement 29 24 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 25 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 25 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 26 Section 10.03. 10.3 Successor Owner Trustee 32 26 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 27 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 27 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 29 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 29 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 30 Section 11.3 Limitation on Rights of Others 38 30 Section 12.03. 11.4 Notices 38 31 Section 12.04. 11.5 Severability 39 31 Section 12.05. 11.6 Separate Counterparts 39 31 Section 12.06. 11.7 Successors and Assigns 39 31 Section 12.07. 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 39 31 Section 12.08. Table 11.10 No Recourse 32 Section 11.11 Headings 32 Section 11.12 Governing Law; Waiver of Contents Jury Trial 32 Section 11.13 Depositor Payment Obligation 32 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 32 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 32 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– EXHIBIT B Form of Certificate of Trust B‑1 Exhibit C– EXHIBIT C Form of Repurchase Request Notice C‑1 This Certificate of Amendment to Certificate of Trust AMENDED AND RESTATED TRUST AGREEMENT, dated as of April October 1, 2024 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 2 contracts

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 24 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 24 Section 8.02. 8.2 Indemnification 28 24 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 26 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 26 Section 10.03. 10.3 Successor Owner Trustee 32 27 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 27 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 29 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 29 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 38 31 Section 12.03. 11.4 Notices 38 31 Section 12.04. 11.5 Severability 39 31 Section 12.05. 11.6 Separate Counterparts 39 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 32 Section 12.08. Table 11.10 No Recourse 32 Section 11.11 Headings 32 Section 11.12 Governing Law; Waiver of Contents Jury Trial 32 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 33 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April January 1, 2024 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 2 contracts

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 24 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 24 Section 8.02. 8.2 Indemnification 28 24 Section 8.03. 8.3 Payments to the Owner Trustee 28 24 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 24 Section 9.01. 9.1 Termination of Trust Agreement 29 24 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 25 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 25 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 26 Section 10.03. 10.3 Successor Owner Trustee 32 26 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 27 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 29 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 29 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 30 Section 11.3 Limitation on Rights of Others 38 31 Section 12.03. 11.4 Notices 38 31 Section 12.04. 11.5 Severability 39 31 Section 12.05. 11.6 Separate Counterparts 39 31 Section 12.06. 11.7 Successors and Assigns 39 31 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 32 Section 12.08. Table 11.10 No Recourse 32 Section 11.11 Headings 32 Section 11.12 Governing Law; Waiver of Contents Jury Trial 32 Section 11.13 Depositor Payment Obligation 32 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 32 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April 1, 2024 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Exhibit A– Form of Certificate A‑1 Exhibit B– Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April September 1, 2024 2023 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2023-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. 23 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 23 Section 8.02. 8.2 Indemnification 28 23 Section 8.03. 8.3 Payments to the Owner Trustee 28 23 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 23 Section 9.01. 9.1 Termination of Trust Agreement 29 23 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 25 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 25 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 25 Section 10.03. 10.3 Successor Owner Trustee 32 26 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 26 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 27 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 28 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 28 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 29 Section 11.3 Limitation on Rights of Others 38 30 Section 12.03. 11.4 Notices 38 30 Section 12.04. 11.5 Severability 39 30 Section 12.05. 11.6 Separate Counterparts 39 30 Section 12.06. 11.7 Successors and Assigns 39 30 Section 12.07. 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 39 31 Section 12.08. Table 11.10 No Recourse 31 Section 11.11 Headings 31 Section 11.12 Governing Law; Waiver of Contents Jury Trial 31 Section 11.13 Depositor Payment Obligation 31 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 32 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 32 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 32 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April July 1, 2024 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 2 contracts

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 24 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 24 Section 8.02. 8.2 Indemnification 28 24 Section 8.03. 8.3 Payments to the Owner Trustee 28 24 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 26 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 26 Section 10.03. 10.3 Successor Owner Trustee 32 27 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 27 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 29 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 29 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 38 31 Section 12.03. 11.4 Notices 38 31 Section 12.04. 11.5 Severability 39 31 Section 12.05. 11.6 Separate Counterparts 39 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 32 Section 12.08. Table 11.10 No Recourse 32 Section 11.11 Headings 32 Section 11.12 Governing Law; Waiver of Contents Jury Trial 32 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 33 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April July 1, 2024 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 21 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2024 2022 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2022-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. 25 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 25 Section 8.02. 8.2 Indemnification 28 25 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 27 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 27 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 27 Section 10.03. 10.3 Successor Owner Trustee 32 28 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 28 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 29 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 30 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 30 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation on Rights of Others 38 32 Section 12.03. 11.4 Notices 38 32 Section 12.04. 11.5 Severability 39 32 Section 12.05. 11.6 Separate Counterparts 39 and Electronic Signature 32 Section 12.06. 11.7 Successors and Assigns 39 33 Section 12.07. 11.8 Covenants of the Depositor 33 Section 11.9 No Petition 39 33 Section 12.08. Table 11.10 No Recourse 33 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Contents Jury Trial 33 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 34 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 34 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page 11.16 Legal Fees Associated with Indemnification 34 Section 12.11. Electronic Signatures 41 11.17 FinCEN Compliance 34 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April October 1, 2024 2020 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Exhibit A– Form of Certificate A‑1 Exhibit B– Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April March 1, 2024 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2017-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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2024 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2018-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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April July 1, 2024 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2019-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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April October 1, 2024 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2017-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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April January 1, 2024 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2020-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. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 Section 10.02. Resignation or Removal of Owner Trustee 31 Section 10.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee or Separate Trustee 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations on Rights of Others 38 Section 12.03. Notices 38 39 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 39 Section 12.08. Table of Contents and Headings 39 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 Page EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April October 1, 2024 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner 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. 24 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 24 Section 8.02. 8.2 Indemnification 28 24 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 26 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 26 Section 10.03. 10.3 Successor Owner Trustee 32 27 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 27 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 29 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 29 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 38 31 Section 12.03. 11.4 Notices 38 31 Section 12.04. 11.5 Severability 39 31 Section 12.05. 11.6 Separate Counterparts 39 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 32 Section 12.08. Table 11.10 No Recourse 32 Section 11.11 Headings 32 Section 11.12 Governing Law; Waiver of Contents Jury Trial 32 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 33 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 33 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April October 1, 2024 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 2 contracts

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 25 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 25 Section 8.02. 8.2 Indemnification 28 25 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 27 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 27 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 27 Section 10.03. 10.3 Successor Owner Trustee 32 28 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 28 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 29 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 30 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 30 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation on Rights of Others 38 32 Section 12.03. 11.4 Notices 38 32 Section 12.04. 11.5 Severability 39 32 Section 12.05. 11.6 Separate Counterparts 39 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 33 Section 11.9 No Petition 39 33 Section 12.08. Table 11.10 No Recourse 33 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Contents Jury Trial 33 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 34 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 34 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 34 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April October 1, 2024 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April February 1, 2024 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2019-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. 25 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 25 Section 8.02. 8.2 Indemnification 28 25 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 26 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 27 Section 10.03. 10.3 Successor Owner Trustee 32 27 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 28 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 29 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 30 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 30 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 38 32 Section 12.03. 11.4 Notices 38 32 Section 12.04. 11.5 Severability 39 32 Section 12.05. 11.6 Separate Counterparts 39 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 33 Section 11.9 No Petition 39 33 Section 12.08. Table 11.10 No Recourse 33 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Contents Jury Trial 33 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 33 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 34 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 34 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April July 1, 2024 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of April January 1, 2024 2023 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).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)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. AND DELAWARE TRUSTEE 16 Section 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April September 1, 2024 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2021-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. 24 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 24 Section 8.02. 8.2 Indemnification 28 24 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 26 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 26 Section 10.03. 10.3 Successor Owner Trustee 32 27 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 28 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 29 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 29 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 38 31 Section 12.03. 11.4 Notices 38 31 Section 12.04. 11.5 Severability 39 32 Section 12.05. 11.6 Separate Counterparts 39 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 32 Section 12.08. Table 11.10 No Recourse 32 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Contents Jury Trial 33 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 33 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page 11.16 Legal Fees Associated with Indemnification 33 Section 12.11. Electronic Signatures 41 11.17 FinCEN Compliance 33 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April January 1, 2024 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of April January 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2024-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. Section 8.01. Owner Trustee’s Fees and Expenses 28 26 Section 8.02. Indemnification 28 26 Section 8.03. Payments to the Owner Trustee 28 26 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 27 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 28 Section 10.02. Resignation or Removal of Owner Trustee 31 28 Section 10.03. Successor Owner Trustee 32 29 Section 10.04. Merger or Consolidation of Owner Trustee 32 29 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 30 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 32 Section 11.02. Representations and Warranties 35 32 Section 11.03. Information to Be Provided by the Owner Trustee 35 32 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 34 Section 12.02. Limitations on Rights of Others 38 35 Section 12.03. Notices 38 36 Section 12.04. Severability 39 36 Section 12.05. Counterparts 39 36 Section 12.06. Successors and Assigns 39 36 Section 12.07. No Petition 39 36 Section 12.08. Table of Contents and Headings 39 36 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 37 Section 12.10. WAIVER OF JURY TRIAL 41 38 iii Page Section 12.11. Electronic Signatures 41 38 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April January 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner 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. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 Section 10.02. Resignation or Removal of Owner Trustee 31 Section 10.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee or Separate Trustee 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations on Rights of Others 38 Section 12.03. 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 39 Section 12.08. Table of Contents and Headings 39 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April October 1, 2024 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner 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. 25 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 25 Section 8.02. 8.2 Indemnification 28 25 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 26 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 27 Section 10.03. 10.3 Successor Owner Trustee 32 27 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 28 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 30 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 30 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 38 32 Section 12.03. 11.4 Notices 38 32 Section 12.04. 11.5 Severability 39 32 Section 12.05. 11.6 Separate Counterparts 39 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 33 Section 12.08. Table 11.10 No Recourse 33 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Contents Jury Trial 33 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 33 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 34 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April 1, 2024 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April July 1, 2024 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2020-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 Section 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April March 1, 2024 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, to establish Ford Credit Auto Lease Trust 2016-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. 23 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 23 Section 8.02. 8.2 Indemnification 28 23 Section 8.03. 8.3 Payments to the Owner Trustee 28 23 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 24 Section 9.01. 9.1 Termination of Trust Agreement 29 24 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 25 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 25 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 25 Section 10.03. 10.3 Successor Owner Trustee 32 26 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 26 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 27 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 28 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 28 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 30 Section 11.3 Limitation on Rights of Others 38 30 Section 12.03. 11.4 Notices 38 30 Section 12.04. 11.5 Severability 39 30 Section 12.05. 11.6 Separate Counterparts 39 31 Section 12.06. 11.7 Successors and Assigns 39 31 Section 12.07. 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 39 31 Section 12.08. Table 11.10 No Recourse 31 Section 11.11 Headings 31 Section 11.12 Governing Law; Waiver of Contents Jury Trial 31 Section 11.13 Depositor Payment Obligation 32 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 32 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 32 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 32 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April 1, 2024 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 23 ARTICLE XI MISCELLANEOUS 24 Section 11.1. Amendments 24 Section 11.2. Benefit of Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April July 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2024-B.

Appears in 2 contracts

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 Section 10.02. Resignation or Removal of Owner Trustee 31 Section 10.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee or Separate Trustee 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations on Rights of Others 38 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 39 Section 12.08. Table of Contents and Headings 39 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 Page EXHIBITS Exhibit AEXHIBIT A Form of Certificate FORM OF CERTIFICATE A‑1 Exhibit BEXHIBIT B Form of Certificate of Trust FORM OF CERTIFICATE OF TRUST B‑1 Exhibit CEXHIBIT C Form of Repurchase Request Notice FORM OF REPURCHASE REQUEST NOTICE C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April June 1, 2024 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April January 1, 2024 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2021-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 Section 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April September 1, 2024 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO 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 WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, not in its individual capacity but solely as trustee (the “Owner Trustee”).Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 2018-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. 23 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 23 Section 8.02. 8.2 Indemnification 28 23 Section 8.03. 8.3 Payments to the Owner Trustee 28 23 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 24 Section 9.01. 9.1 Termination of Trust Agreement 29 24 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 25 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 25 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 25 Section 10.03. 10.3 Successor Owner Trustee 32 26 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 26 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 27 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 28 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 28 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 30 Section 11.3 Limitation on Rights of Others 38 30 Section 12.03. 11.4 Notices 38 30 Section 12.04. 11.5 Severability 39 30 Section 12.05. 11.6 Separate Counterparts 39 31 Section 12.06. 11.7 Successors and Assigns 39 31 Section 12.07. 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 39 31 Section 12.08. Table 11.10 No Recourse 31 Section 11.11 Headings 31 Section 11.12 Governing Law; Waiver of Contents Jury Trial 31 Section 11.13 Depositor Payment Obligation 32 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 32 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 32 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Legal Fees Associated with Indemnification 32 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April February 1, 2024 2016 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 2 contracts

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

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COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 25 Section 8.02. Indemnification 28 25 Section 8.03. Payments to the Owner Trustee 28 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 26 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 28 Section 10.02. Resignation or Removal of Owner Trustee 31 28 Section 10.03. Successor Owner Trustee 32 29 Section 10.04. Merger or Consolidation of Owner Trustee 32 29 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 30 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 32 Section 11.02. Representations and Warranties 35 32 Section 11.03. Information to Be Provided by the Owner Trustee 35 32 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 34 Section 12.02. Limitations on Rights of Others 38 35 Section 12.03. Notices 38 35 Section 12.04. Severability 39 36 Section 12.05. Counterparts 39 36 Section 12.06. Successors and Assigns 39 36 Page Section 12.07. No Petition 39 36 Section 12.08. Table of Contents and Headings 39 36 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 36 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 37 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April September 1, 2024 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

Appears in 2 contracts

Samples: Trust Agreement (Mercedes-Benz Auto Receivables Trust 2016-1), Trust Agreement (Mercedes-Benz Auto Receivables Trust 2016-1)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 24 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 24 Section 8.02. 8.2 Indemnification 28 25 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 26 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 27 Section 10.03. 10.3 Successor Owner Trustee 32 27 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 28 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 30 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 30 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 38 31 Section 12.03. 11.4 Notices 38 32 Section 12.04. 11.5 Severability 39 32 Section 12.05. 11.6 Separate Counterparts 39 and Electronic Signature 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 32 Section 12.08. Table 11.10 No Recourse 33 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Contents Jury Trial 33 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 33 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 Ratification of Prior Actions 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page 11.16 Legal Fees Associated with Indemnification 33 Section 12.11. Electronic Signatures 41 11.17 FinCEN Compliance 34 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April 1, 2024 2023 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 and Delaware Trustee 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2024 20 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as depositor (the “Depositor”), , a , not in its individual capacity but solely as Owner Trustee under this Agreement, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (the “Owner Trustee”)Delaware Trustee under this Agreement, for Ford Credit Auto Lease Trust 20 - .

Appears in 1 contract

Samples: Trust Agreement (CAB West LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 26 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 26 Section 8.02. 8.2 Indemnification 28 26 Section 8.03. 8.3 Payments to the Owner Trustee 28 26 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 27 Section 9.01. 9.1 Termination of Trust Agreement 29 27 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 28 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 28 Section 10.03. 10.3 Successor Owner Trustee 32 29 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 29 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 30 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 31 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 31 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 33 Section 11.3 Limitation on Rights of Others 38 33 Section 12.03. 11.4 Notices 38 33 Section 12.04. 11.5 Severability 39 34 Section 12.05. 11.6 Separate Counterparts 39 34 Section 12.06. 11.7 Successors and Assigns 39 34 Section 12.07. 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 39 34 Section 12.08. Table 11.10 No Recourse 34 Section 11.11 Headings 34 Section 11.12 Governing Law; Waiver of Contents Jury Trial 35 Section 11.13 Depositor Payment Obligation 35 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 35 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.15 Ratification of Prior Actions 35 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April August 1, 2024 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 27 Section 8.02. Indemnification 28 27 Section 8.03. Payments to the Owner Trustee 28 27 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 28 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 30 Section 10.02. Resignation or Removal of Owner Trustee 31 30 Section 10.03. Successor Owner Trustee 32 31 Section 10.04. Merger or Consolidation of Owner Trustee 32 31 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 32 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 34 Section 11.02. Representations and Warranties 35 34 Section 11.03. Information to Be Provided by the Owner Trustee 35 34 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 36 Section 12.02. Limitations on Rights of Others 38 37 Section 12.03. Notices 38 37 Section 12.04. Severability 39 38 Section 12.05. Counterparts 39 38 Section 12.06. Successors and Assigns 39 38 Page Section 12.07. No Petition 39 38 Section 12.08. Table of Contents and Headings 39 38 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 39 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 40 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1[●], 2024 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[●], a [national banking association], as trustee (the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Daimler Retail Receivables LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 26 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 26 Section 8.02. 8.2 Indemnification 28 26 Section 8.03. 8.3 Payments to the Owner Trustee 28 26 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 27 Section 9.01. 9.1 Termination of Trust Agreement 29 27 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 28 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 28 Section 10.03. 10.3 Successor Owner Trustee 32 29 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 29 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 30 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 31 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 31 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 33 Section 11.3 Limitation on Rights of Others 38 33 Section 12.03. 11.4 Notices 38 33 Section 12.04. 11.5 Severability 39 34 Section 12.05. 11.6 Separate Counterparts 39 34 Section 12.06. 11.7 Successors and Assigns 39 34 Section 12.07. 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 39 34 Section 12.08. Table 11.10 No Recourse 34 Section 11.11 Headings 34 Section 11.12 Governing Law; Waiver of Contents Jury Trial 35 Section 11.13 Depositor Payment Obligation 35 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 35 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.15 Ratification of Prior Actions 35 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April February 1, 2024 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner 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 8.017.1. Owner Trustee’s Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 [and Delaware Trustee] 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 [and Delaware Trustee] 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Co-Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table 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 Contents and Headings 39 Agreement; Third-Party Beneficiaries 25 Section 12.0911.3. Notices 25 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 26 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 26 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A– Form of Certificate A‑1 Exhibit B– A Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This EA-1 [SECOND] AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1________, 2024 20__ (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between DAIMLER TRUCKS RETAIL RECEIVABLES among FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION_______________, a national banking association________________, not in its individual capacity but solely as trustee (the “Owner Trustee”)Trustee under this Agreement, [and _______________, a ________________, not in its individual capacity but solely as Delaware Trustee under this Agreement,] for Ford Credit Auto Lease Trust 20__-__.

Appears in 1 contract

Samples: Trust Agreement (CAB East LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 26 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 26 Section 8.02. 8.2 Indemnification 28 26 Section 8.03. 8.3 Payments to the Owner Trustee 28 26 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 27 Section 9.01. 9.1 Termination of Trust Agreement 29 27 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 28 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 28 Section 10.03. 10.3 Successor Owner Trustee 32 29 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 29 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 30 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 31 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 31 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 33 Section 11.3 Limitation on Rights of Others 38 33 Section 12.03. 11.4 Notices 38 33 Section 12.04. 11.5 Severability 39 34 Section 12.05. 11.6 Separate Counterparts 39 34 Section 12.06. 11.7 Successors and Assigns 39 34 Page Section 12.07. 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 39 34 Section 12.08. Table 11.10 No Recourse 34 Section 11.11 Headings 34 Section 11.12 Governing Law; Waiver of Contents Jury Trial 35 Section 11.13 Depositor Payment Obligation 35 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 35 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.15 Ratification of Prior Actions 35 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April November 1, 2024 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 26 Section 8.02. Indemnification 28 26 Section 8.03. Payments to the Owner Trustee 28 26 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 27 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 29 Section 10.02. Resignation or Removal of Owner Trustee 31 29 Section 10.03. Successor Owner Trustee 32 30 Section 10.04. Merger or Consolidation of Owner Trustee 32 30 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 31 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 33 Section 11.02. Representations and Warranties 35 33 Section 11.03. Information to Be Provided by the Owner Trustee 35 33 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 35 Section 12.02. Limitations on Rights of Others 38 36 Section 12.03. Notices 38 36 Section 12.04. Severability 39 37 Section 12.05. Counterparts 39 37 Section 12.06. Successors and Assigns 39 37 Page Section 12.07. No Petition 39 37 Section 12.08. Table of Contents and Headings 39 37 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 38 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 38 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April July 1, 2024 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 25 Section 8.02. Indemnification 28 25 Section 8.03. Payments to the Owner Trustee 28 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 26 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 27 Section 10.02. Resignation or Removal of Owner Trustee 31 27 Section 10.03. Successor Owner Trustee 32 28 Section 10.04. Merger or Consolidation of Owner Trustee 32 28 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 29 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 31 Section 11.02. Representations and Warranties 35 31 Section 11.03. Information to Be Provided by the Owner Trustee 35 31 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 33 Section 12.02. Limitations on Rights of Others 38 34 Section 12.03. Notices 38 35 Section 12.04. Severability 39 35 Section 12.05. Counterparts 39 35 Section 12.06. Successors and Assigns 39 35 Section 12.07. No Petition 39 35 Section 12.08. Table of Contents and Headings 39 35 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 36 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page 37 Section 12.11. Electronic Signatures 41 37 Page EXHIBITS Exhibit AEXHIBIT A Form of Certificate FORM OF CERTIFICATE A‑1 Exhibit BEXHIBIT B Form of Certificate of Trust FORM OF CERTIFICATE OF TRUST B‑1 Exhibit CEXHIBIT C Form of Repurchase Request Notice FORM OF REPURCHASE REQUEST NOTICE C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April November 1, 2024 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 30 Section 10.02. Resignation or Removal of Owner Trustee 31 30 Section 10.03. Successor Owner Trustee 32 31 Section 10.04. Merger or Consolidation of Owner Trustee 32 31 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 32 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 34 Section 11.02. Representations and Warranties 35 34 Section 11.03. Information to Be Provided by the Owner Trustee 35 34 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 36 Section 12.02. Limitations on Rights of Others 38 37 Section 12.03. Notices 38 Section 12.04. Severability 39 38 Section 12.05. Counterparts 39 38 Section 12.06. Successors and Assigns 39 38 Section 12.07. No Petition 39 38 Section 12.08. Table of Contents and Headings 39 38 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 39 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page 40 Section 12.11. Electronic Signatures 41 40 Page EXHIBITS Exhibit AEXHIBIT A Form of Certificate FORM OF CERTIFICATE A‑1 Exhibit BEXHIBIT B Form of Certificate of Trust FORM OF CERTIFICATE OF TRUST B‑1 Exhibit CEXHIBIT C Form of Repurchase Request Notice FORM OF REPURCHASE REQUEST NOTICE C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April January 1, 2024 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 30 Section 8.02. Indemnification 28 30 Section 8.03. Payments to the Owner Trustee 28 30 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 31 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 33 Section 10.02. Resignation or Removal of Owner Trustee 31 33 Section 10.03. Successor Owner Trustee 32 34 Section 10.04. Merger or Consolidation of Owner Trustee 32 34 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 35 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 37 Section 11.02. Representations and Warranties 35 37 Section 11.03. Information to Be Provided by the Owner Trustee 35 37 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 39 Section 12.02. No Legal Title to Owner Trust Estate in Certificateholders 40 Section 12.03. Limitations on Rights of Others 38 Section 12.03. Notices 38 41 Section 12.04. Severability 39 Notices 41 Section 12.05. Counterparts 39 Severability 41 Section 12.06. Counterparts 41 Section 12.07. Successors and Assigns 39 41 Section 12.0712.08. Covenants of the Depositor 42 Section 12.09. No Petition 39 Section 12.08. Table of Contents and Headings 39 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 42 Section 12.10. WAIVER OF JURY TRIAL 41 No Recourse 42 Section 12.11. Headings 42 iii Page Section 12.1112.12. Electronic Signatures 41 GOVERNING LAW 42 Section 12.13. Servicer Payment Obligation 42 Section 12.14. Obligations with Respect to the Swap Counterparty 42 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit B– Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This A-1 AMENDED AND RESTATED TRUST AGREEMENTAGREEMENT This Amended and Restated Trust Agreement, dated as of April June 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)2007, is between DAIMLER TRUCKS RETAIL RECEIVABLES WDS Receivables LLC, a Delaware Nevada limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONWilmington Trust Company, a national Delaware banking associationcorporation, as trustee (the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 26 Section 8.02. Indemnification 28 26 Section 8.03. Payments to the Owner Trustee 28 26 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 27 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 29 Section 10.02. Resignation or Removal of Owner Trustee 31 29 Section 10.03. Successor Owner Trustee 32 30 Section 10.04. Merger or Consolidation of Owner Trustee 32 30 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 31 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 33 Section 11.02. Representations and Warranties 35 33 Section 11.03. Information to Be Provided by the Owner Trustee 35 33 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 35 Section 12.02. Limitations on Rights of Others 38 36 Section 12.03. Notices 38 37 Section 12.04. Severability 39 37 Section 12.05. Counterparts 39 37 Section 12.06. Successors and Assigns 39 37 Page Section 12.07. No Petition 39 37 Section 12.08. Table of Contents and Headings 39 37 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 38 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 38 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit BB – Form of Certificate of Trust B‑1 Exhibit CC – Form of Repurchase Request Notice C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April July 1, 2024 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 26 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 26 Section 8.02. 8.2 Indemnification 28 26 Section 8.03. 8.3 Payments to the Owner Trustee 28 27 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 27 Section 9.01. 9.1 Termination of Trust Agreement 29 27 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 28 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 28 Section 10.03. 10.3 Successor Owner Trustee 32 29 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 29 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 30 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 31 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 31 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 33 Section 11.3 Limitation on Rights of Others 38 33 Section 12.03. 11.4 Notices 38 33 Section 12.04. 11.5 Severability 39 34 Section 12.05. 11.6 Separate Counterparts 39 34 Section 12.06. 11.7 Successors and Assigns 39 34 Section 12.07. 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 39 34 Section 12.08. Table 11.10 No Recourse 34 Section 11.11 Headings 34 Section 11.12 Governing Law; Waiver of Contents Jury Trial 34 Section 11.13 Depositor Payment Obligation 35 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 35 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 [Obligations with Respect to the Swap Counterparty] 35 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Ratification of Prior Actions 35 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April 1[ ], 2024 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], a national banking association[ ], as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 24 Section 8.02. Indemnification 28 24 Section 8.03. Payments to the Owner Trustee 28 24 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 25 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 27 Section 10.02. Resignation or Removal of Owner Trustee 31 27 Section 10.03. Successor Owner Trustee 32 28 Section 10.04. Merger or Consolidation of Owner Trustee 32 28 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 29 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 31 Section 11.02. Representations and Warranties 35 31 Section 11.03. Information to Be Provided by the Owner Trustee 35 31 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 33 Section 12.02. Limitations on Rights of Others 38 34 Section 12.03. Notices 38 34 Section 12.04. Severability 39 35 Section 12.05. Counterparts 39 35 Section 12.06. Successors and Assigns 39 35 Section 12.07. No Petition 39 35 Section 12.08. Table of Contents and Headings 39 36 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 LAW 36 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit B– Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 A-1 This SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2024 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTRUST COMPANY, a national Delaware banking associationcorporation, as trustee (the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 23 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 23 Section 8.02. 8.2 Indemnification 28 23 Section 8.03. 8.3 Payments to the Owner Trustee 28 24 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 24 Section 9.01. 9.1 Termination of Trust Agreement 29 24 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 25 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 25 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 25 Section 10.03. 10.3 Successor Owner Trustee 32 26 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 27 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 27 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 28 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 28 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 30 Section 11.3 Limitation on Rights of Others 38 30 Section 12.03. 11.4 Notices 38 30 Section 12.04. 11.5 Severability 39 31 Section 12.05. 11.6 Separate Counterparts 39 31 Section 12.06. 11.7 Successors and Assigns 39 31 Section 12.07. 11.8 Covenants of the Depositor 31 Section 11.9 No Petition 39 31 Section 12.08. Table 11.10 No Recourse 31 Section 11.11 Headings 31 Section 11.12 Governing Law; Waiver of Contents Jury Trial 32 Section 11.13 Depositor Payment Obligation 32 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 32 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 [Obligations with Respect to the Swap Counterparty] 32 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.16 Ratification of Prior Actions 32 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April 1[ ], 2024 20[ ] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], a national banking association[ ], as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Carmax Auto Funding LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 16 Section 8.017.1. Owner Trustee’s 's Fees and Expenses 28 16 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 18 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 18 ARTICLE TEN IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 19 Section 10.029.2. Resignation or Removal of Owner Trustee 31 19 Section 10.039.3. Successor Owner Trustee 32 20 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 20 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 22 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 22 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 22 Section 12.0810.3. Table Compliance with Corporate Transparency Act 22 ARTICLE XI MISCELLANEOUS 22 Section 11.1. Amendments 22 Section 11.2. Benefit of Contents and Headings 39 Agreement; Third-Party Beneficiaries 24 Section 12.0911.3. Notices 24 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 25 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 25 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Exhibit A– Form of Certificate A‑1 Exhibit B– Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This Severability 25 Section 11.7. Headings 25 Section 11.8. Counterparts 25 [SECOND] AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1_____, 2024 20___ (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between DAIMLER TRUCKS RETAIL FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION_______________________, a national banking association________________, not in its individual capacity but solely as trustee (the “under this Agreement, for Ford Credit Auto Owner Trustee”)Trust 20__-__.

Appears in 1 contract

Samples: Trust Agreement (Ford Credit Auto Receivables Two LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 26 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 26 Section 8.02. 8.2 Indemnification 28 26 Section 8.03. 8.3 Payments to the Owner Trustee 28 26 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 27 Section 9.01. 9.1 Termination of Trust Agreement 29 27 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 28 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 28 Section 10.03. 10.3 Successor Owner Trustee 32 29 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 29 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 30 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 31 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 31 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 33 Section 11.3 Limitation on Rights of Others 38 33 Section 12.03. 11.4 Notices 38 33 Section 12.04. 11.5 Severability 39 34 Section 12.05. 11.6 Separate Counterparts 39 34 Section 12.06. 11.7 Successors and Assigns 39 34 Section 12.07. 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 39 34 Section 12.08. Table 11.10 No Recourse 34 Section 11.11 Headings 34 Section 11.12 Governing Law; Waiver of Contents Jury Trial 35 Section 11.13 Depositor Payment Obligation 35 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 35 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.15 Ratification of Prior Actions 35 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April October 1, 2024 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 26 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 26 Section 8.02. 8.2 Indemnification 28 26 Section 8.03. 8.3 Payments to the Owner Trustee 28 26 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 26 Section 9.01. 9.1 Termination of Trust Agreement 29 26 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 28 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 28 Section 10.03. 10.3 Successor Owner Trustee 32 29 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 29 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 30 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 31 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 31 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 33 Section 11.3 Limitation on Rights of Others 38 33 Section 12.03. 11.4 Notices 38 33 Section 12.04. 11.5 Severability 39 33 Section 12.05. 11.6 Separate Counterparts 39 33 Section 12.06. 11.7 Successors and Assigns 39 33 Section 12.07. 11.8 Covenants of the Depositor 34 Section 11.9 No Petition 39 34 Section 12.08. Table 11.10 No Recourse 34 Section 11.11 Headings 34 Section 11.12 Governing Law; Waiver of Contents Jury Trial 34 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 35 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 11.15 Ratification of Prior Actions 35 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April August 1, 2024 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 Section 10.02. Resignation or Removal of Owner Trustee 31 Section 10.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee or Separate Trustee 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations on Rights of Others 38 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.07. No Petition 39 Section 12.08. Table of Contents and Headings 39 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 Page EXHIBITS Exhibit AEXHIBIT A Form of Certificate FORM OF CERTIFICATE A‑1 Exhibit BEXHIBIT B Form of Certificate of Trust FORM OF CERTIFICATE OF TRUST B‑1 Exhibit CEXHIBIT C Form of Repurchase Request Notice FORM OF REPURCHASE REQUEST NOTICE C‑1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April January 1, 2024 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS MERCEDES-BENZ RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Owner Trustee”).

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 23 Section 8.02. Indemnification 28 23 Section 8.03. Payments to the Owner Trustee 28 23 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 24 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 26 Section 10.02. Resignation or Removal of Owner Trustee 31 26 Section 10.03. Successor Owner Trustee 32 27 Section 10.04. Merger or Consolidation of Owner Trustee 32 27 Section 10.05. Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 35 30 Section 11.02. Representations and Warranties 35 30 Section 11.03. Information to Be Provided by the Owner Trustee 35 30 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 32 Section 12.02. Limitations on Rights of Others 38 33 Section 12.03. Notices 38 33 Section 12.04. Severability 39 34 Section 12.05. Counterparts 39 34 Section 12.06. Successors and Assigns 39 34 Section 12.07. No Petition 39 34 Section 12.08. Table of Contents and Headings 39 34 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii LAW 35 Page Section 12.11. Electronic Signatures 41 EXHIBITS Exhibit AA – Form of Certificate A‑1 Exhibit B– Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 A-1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April _____ 1, 2024 2009 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONTRUST COMPANY, a national Delaware banking associationcorporation, as trustee (the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Daimler Retail Receivables LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. Section 8.01. Owner Trustee’s Fees and Expenses 28 Section 8.02. Indemnification 28 Section 8.03. Payments to the Owner Trustee 28 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 31 Section 10.02. Resignation or Removal of Owner Trustee 31 Section 10.03. Successor Owner Trustee 32 Section 10.04. Merger or Consolidation of Owner Trustee 32 Section 10.05. Appointment of Co-Trustee or Separate Trustee 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations on Rights of Others 38 Section 12.03. 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 39 Section 12.08. Table of Contents and Headings 39 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page Section 12.11. Electronic Signatures 41 EXHIBITS Exhibit AA – Form of Certificate A‑1 A-1 Exhibit BB – Form of Certificate of Trust B‑1 B-1 Exhibit CC – Form of Repurchase Request Notice C‑1 C-1 This AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1[●], 2024 20[__] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[●], a [national banking association], as trustee (the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Daimler Retail Receivables LLC)

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 11 Section 8.017.1. Owner Trustee’s 's Fees and Expenses 28 11 Section 8.027.2. Indemnification 28 Section 8.03. Payments to the of Owner Trustee 28 11 Section 7.3. Organizational Expenses of Issuer 12 ARTICLE NINE VIII TERMINATION OF TRUST AGREEMENT 12 Section 9.018.1. Termination of Trust Agreement 29 and Issuer 12 ARTICLE TEN IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 12 Section 10.019.1. Eligibility Requirements for Owner Trustee 31 12 Section 10.029.2. Resignation or Removal of Owner Trustee 31 13 Section 10.039.3. Successor Owner Trustee 32 13 Section 10.049.4. Merger or Consolidation Consolidation; Transfer of Owner Trustee 32 Assets 14 Section 10.059.5. Appointment of Separate Trustee or Co-Trustee or Separate Trustee 33 14 Section 9.6. Compliance with Delaware Statutory Trust Act 14 ARTICLE ELEVEN REGULATION AB X OTHER AGREEMENTS 14 Section 11.0110.1. Intent of the Parties; Reasonableness 35 Section 11.02. Representations and Warranties 35 Section 11.03. Information to Be Provided by the Owner Trustee 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 37 Section 12.02. Limitations Limitation on Rights of Others 38 14 Section 12.03. Notices 38 Section 12.04. Severability 39 Section 12.05. Counterparts 39 Section 12.06. Successors and Assigns 39 Section 12.0710.2. No Petition 39 15 ARTICLE XI MISCELLANEOUS 15 Section 12.0811.1. Table Amendments 15 Section 11.2. Benefit of Contents and Headings 39 Agreement; Third-Party Beneficiaries 16 Section 12.0911.3. Notices 16 Section 11.4. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 LAW 16 Section 12.1011.5. WAIVER OF JURY TRIAL 41 iii Page 16 Section 12.1111.6. Electronic Signatures 41 EXHIBITS Exhibit A– Form of Certificate A‑1 Exhibit B– Form of Certificate of Trust B‑1 Exhibit C– Form of Repurchase Request Notice C‑1 This Severability 16 Section 11.7. Headings 16 Section 11.8. Counterparts 16 SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of April June 1, 2024 2022 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is between DAIMLER TRUCKS RETAIL FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (the “under this Agreement, for Ford Credit Auto Owner Trustee”).Trust 2022-B.

Appears in 1 contract

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

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE. 24 Section 8.01. 8.1 Owner Trustee’s Fees and Expenses 28 24 Section 8.02. 8.2 Indemnification 28 25 Section 8.03. 8.3 Payments to the Owner Trustee 28 25 ARTICLE NINE IX TERMINATION OF TRUST AGREEMENT 25 Section 9.01. 9.1 Termination of Trust Agreement 29 25 ARTICLE TEN X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.01. 10.1 Eligibility Requirements for Owner Trustee 31 26 Section 10.02. 10.2 Resignation or Removal of Owner Trustee 31 27 Section 10.03. 10.3 Successor Owner Trustee 32 27 Section 10.04. 10.4 Merger or Consolidation of Owner Trustee 32 28 Section 10.05. 10.5 Appointment of Co-Trustee or Separate Trustee 33 28 ARTICLE ELEVEN REGULATION AB XI MISCELLANEOUS 30 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 35 ARTICLE TWELVE MISCELLANEOUS Section 12.01. 11.1 Supplements and Amendments 37 30 Section 12.02. Limitations 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 38 31 Section 12.03. 11.4 Notices 38 32 Section 12.04. 11.5 Severability 39 32 Section 12.05. 11.6 Separate Counterparts 39 32 Section 12.06. 11.7 Successors and Assigns 39 32 Section 12.07. 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 39 32 Section 12.08. Table 11.10 No Recourse 33 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Contents Jury Trial 33 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Headings 39 Fully Paid 33 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 11.15 [Obligations with Respect to the Swap Counterparty] 33 Section 12.10. WAIVER OF JURY TRIAL 41 iii Page 11.16 Ratification of Prior Actions 33 Section 12.11. Electronic Signatures 41 11.17 Legal Fees Associated with Indemnification 34 EXHIBITS Exhibit A– EXHIBIT A Form of Certificate A‑1 Exhibit B– 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 April 1[________], 2024 20[__] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is between DAIMLER TRUCKS RETAIL RECEIVABLES CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[________________________________], a national banking association[_________], as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Appears in 1 contract

Samples: Trust Agreement (Carmax Auto Funding LLC)

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