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Compensation and Indemnification of the Owner Trustee Sample Clauses

Compensation and Indemnification of the Owner Trustee. SECTION 8.1. The Owner Trustee’s Compensation 15 SECTION 8.2. Indemnification 15 SECTION 8.3. Payments to the Owner Trustee 16 SECTION 8.4. Survival 16
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Compensation and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled from the Trust (as may be specified in a fee arrangement entered into between the Owner Trustee and the Depositor) or from the Depositor, to the extent that the Trust Property is not sufficient to promptly pay such amounts, to reasonable compensation for the services of the Owner Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and reimbursement for all reasonable out-of-pocket expenses, disbursements and advances incurred by the Owner Trustee in accordance with any of the provisions of this Agreement (including the reasonable compensation, reasonable expenses and reasonable disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may be incurred or arise out of the gross negligence or willful misconduct of the Owner Trustee. The Owner Trustee shall notify the Co-Trustees and the Certificateholder upon receipt by the Owner Trustee of compensation from the Trust Property pursuant to the foregoing sentence of the amount of such compensation. Notwithstanding Section 7.03 of this Agreement and without limiting Section 10.07 hereof, the Owner Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Trust for the non-payment to the Owner Trustee of any amounts provided by this Agreement until one year and one day after the termination of this Trust in accordance with Section 10.05 of this Agreement. (b) The Trust or the Depositor, to the extent that the Trust Property is not sufficient to promptly pay such amounts, agrees to indemnify the Owner Trustee or any of its officers, directors, employees or agents for, and to hold each of them harmless against, any and all losses and liabilities, obligations, damages, penalties, taxes (excluding any taxes payable by The Chase Manhattan Bank (USA) on or measured by any compensation for services rendered by the Owner Trustee under this Agreement), claims, actions, suits or out-of-pocket expenses or costs of any kind and nature whatsoever incurred or arising out of or in connection with the acceptance or administration of this trust or the transactions contemplated by the Transaction Documents, including the reasonable costs and out-of-pocket expenses of defending itself against any claim of liability in the premises, except to the extent that the same may be incurred or arise out of the gross negligence or wi...
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Compensation and Indemnification of the Owner Trustee. ORGANIZATIONAL EXPENSES 17 Section 7.1 Owner Trustee’s Fees and Expenses 17 Section 7.2 Indemnification of the Owner Trustee 17 Section 7.3 Organizational Expenses of the Issuer 18 Section 7.4 Certain Expenses of the Indenture Trustee 18 ARTICLE VIII TERMINATION 19 Section 8.1 Termination of Trust Agreement 19 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 19 Section 9.1 Eligibility Requirements for the Owner Trustee 19 Section 9.2 Resignation or Removal of the Owner Trustee 20 Section 9.3 Successor Owner Trustee 20 Section 9.4 Merger or Consolidation of the Owner Trustee 21 Section 9.5 Appointment of Separate Trustee or Co-Trustee 21 Section 9.6 Compliance with Delaware Statutory Trust Act 22 ARTICLE X MISCELLANEOUS 23 Section 10.1 Supplements and Amendments 23 Section 10.2 No Legal Title to Trust Property in the Holder of the Residual Interest 25 Section 10.3 Limitation on Rights of Others 25 Section 10.4 Notices 25 Section 10.5 GOVERNING LAW 26 Section 10.6 WAIVER OF JURY TRIAL 26 Section 10.7 Severability 26 Section 10.8 Counterparts 26 Section 10.9 Headings 26
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Compensation and Indemnification of the Owner Trustee 
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Related to Compensation and Indemnification of the Owner Trustee

  • Compensation and Indemnification of Owner Trustee AND DELAWARE TRUSTEE 16 Section 7.1. Fees and Expenses 16 Section 7.2. Indemnification of Owner Trustee and Delaware Trustee 17 Section 7.3. Organizational Expenses of Issuer 18 ARTICLE VIII TERMINATION 18 Section 8.1. Termination of Trust Agreement and Issuer 18 ARTICLE IX SUCCESSOR TRUSTEES AND OWNER TRUSTEES 19 Section 9.1. Eligibility Requirements for Owner Trustee and Delaware Trustee 19 Section 9.2. Resignation or Removal of Owner Trustee 19 Section 9.3. Successor Co-Trustee 20 Section 9.4. Merger or Consolidation; Transfer of Assets 20 Section 9.5. Appointment of Separate Trustee or Co-Trustee 21 Section 9.6. Compliance with Delaware Statutory Trust Act 22 ARTICLE X OTHER AGREEMENTS 22 Section 10.1. Limitation on Rights of Others 22 Section 10.2. No Petition 22 Section 10.3. Limited Recourse 22 Section 10.4. Subordination 22 Section 10.5. Rights Limited to 2016-A Exchange Note 23 ARTICLE XI MISCELLANEOUS 24 Section 11.1. Amendments 24 Section 11.2. Benefit of Agreement 25 Section 11.3. Notices 25 Section 11.4. GOVERNING LAW 26 Section 11.5. WAIVER OF JURY TRIAL 26 Section 11.6. Severability 26 Section 11.7. Headings 26 Section 11.8. Counterparts 26 Exhibit A Form of Certificate of Trust EA-1 AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 1, 2016 (this “Agreement”), among FORD CREDIT AUTO LEASE TWO LLC, a Delaware limited liability company, as Depositor, THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as Owner Trustee under this Agreement, and BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee under this Agreement, to establish Ford Credit Auto Lease Trust 2016-A.

  • Indemnification of the Trust GFS shall indemnify and hold the Trust and each applicable Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to GFS’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by GFS contained in this Agreement or which arise out of GFS’s lack of good faith, gross negligence, willful misconduct or reckless disregard of its duties with respect to GFS’s performance under or in connection with this Agreement.

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

Most Referenced Clauses

Most Referenced Definitions