COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE Sample Clauses

COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE. Section 8.01. Owner Trustee’s and Delaware Trustee’s Fees and Expenses 24 Section 8.02. Indemnification 25 Section 8.03. Payments to the Owner Trustee and to the Delaware Trustee 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 25 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 27 Section 10.02. Resignation or Removal of Owner Trustee or Delaware Trustee 27 Section 10.03. Successor Owner Trustee or Delaware Trustee 28 Section 10.04. Merger or Consolidation of Owner Trustee or Delaware Trustee 28 Section 10.05. Appointment of Co-Trustee or Separate Trustee 29 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Supplements and Amendments 30 Section 11.02. No Legal Title to Owner Trust Estate in Owner 31 Section 11.03. Limitations on Rights of Others 31 Section 11.04. Notices 32 Section 11.05. Severability 32 Section 11.06. Separate Counterparts 32 Section 11.07. Successors and Assigns 32 Section 11.08. No Petition 32 Section 11.09. No Recourse 32 Section 11.10. Headings 33 Section 11.11. Governing Law; Submission to Jurisdiction 33 Section 11.12. Trust Certificates Nonassessable and Fully Paid 33 Section 11.13. Depositor Payment Obligation 33 Section 11.14. Tax Treatment 33 Section 11.15. Waiver of Jury Trial 34 Section 11.16. Communications with Rating Agencies 34 EXHIBITS Exhibit A - Form of Trust Certificate A-1 Exhibit B - Form of Seller Certificate B-1 Exhibit C - Form of Investment Letter C-1 Exhibit D - Form of Rule 144A Letter D-1 This Amended and Restated Trust Agreement, dated February 24, 2011 is among American Honda Receivables Corp., a California corporation, as depositor (the “Depositor”), Citibank, National Association, as owner trustee (the “Owner Trustee”) and Citigroup Trust-Delaware, National Association, as Delaware trustee (the “Delaware Trustee”).
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COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE. Section 8.01. Owner Trustee's and Delaware Trustee's Fees and Expenses. Each of the Owner Trustee and the Delaware Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor and the Owner Trustee and the Delaware Trustee, respectively, and upon the formation of the Issuer, each of the Owner Trustee and the Delaware Trustee shall be entitled to be reimbursed by the Issuer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as each of the Owner Trustee and the Delaware Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.
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COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE. Section 8.01. Owner Trustee's and Delaware Trustee's Fees and Expenses.......... 24 Section 8.02. Indemnification................................................... 24 Section 8.03. Payments to the Owner Trustee and to the Delaware Trustee......... 25 ARTICLE NINE
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COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE. Section 8.01. Owner Trustee’s and Delaware Trustee’s Fees and Expenses 24 Section 8.02. Indemnification 24 Section 8.03. Payments to the Owner Trustee and to the Delaware Trustee 25 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 25 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 27
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COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE. Section 8.01 Owner Trustee's and Delaware Trustee's Fees and Expenses. The Owner Trustee and the Delaware Trustee shall receive as compensation for their services hereunder, as applicable, such fees as have been separately agreed upon between the Owner Trustee and the Servicer, on the one hand, and the Delaware Trustee and the Servicer, on the other hand, which shall be paid consistent with Section 5.19 of the Pooling Agreement. Additionally, the Owner Trustee and the Delaware Trustee shall be entitled to be reimbursed by the Depositor or Servicer for their other reasonable expenses hereunder, as applicable, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee and the Delaware Trustee may employ in connection with the exercise and performance of their rights and their duties hereunder; provided, however, that the Owner Trustee and the Delaware Trustee shall only be entitled to reimbursement for expenses hereunder to the extent such expenses (i) are fees and expenses of outside counsel engaged by the Owner Trustee and/or the Delaware Trustee in respect of the performance of their obligations hereunder, or (ii) relate to the performance of their obligations hereunder.
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Related to COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE

  • Eligibility Requirements for Owner Trustee and Delaware Trustee The Owner Trustee shall at all times (i) maintain its principal place of business in the State of New York or such other location within the United States to which the Depositor shall consent in writing, (ii) be authorized to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $50,000,000, (iv) be subject to supervision or examination by federal or state authorities and (v) have the Required Rating. If such person shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Delaware Trustee shall at all times be a Person satisfying the provisions of Section 3807(a) of the Statutory Trust Statute. In case at any time the Owner Trustee or the Delaware Trustee, as applicable, shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee or the Delaware Trustee, as applicable, shall resign immediately in the manner and with the effect specified in Section 10.02.

  • Successor Owner Trustee or Delaware Trustee Any successor Owner Trustee or Delaware Trustee, as applicable, appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee or Delaware Trustee, as applicable, an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee or Delaware Trustee, as applicable, shall become effective, and such successor Owner Trustee or Delaware Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee or Delaware Trustee, as applicable. The predecessor Owner Trustee or Delaware Trustee, as applicable, shall upon payment of its fees and expenses deliver to the successor Owner Trustee or Delaware Trustee, as applicable, all documents and statements and monies held by it under this Agreement and the Administrator and the predecessor Owner Trustee or Delaware Trustee, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee or Delaware Trustee, as applicable, all such rights, powers, duties and obligations. No successor Owner Trustee or Delaware Trustee, as applicable, shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee or Delaware Trustee, as applicable, shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee and the Noteholders; and, in the case of each Rating Agency, shall make such notice available pursuant to Section 1.02(c) of the Administration Agreement. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of such appointment by the successor Owner Trustee or Delaware Trustee, as applicable, the successor Owner Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the Administrator.

  • Limitation of Liability of Owner Trustee and Indenture Trustee (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (iv) the Trustee Bank has made no investigation into the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement, and (v) under no circumstances shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents.

  • Delaware Trustee The name and business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000.

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