Indemnification of Owner Trustee Sample Clauses

Indemnification of Owner Trustee. BY OWNER PARTICIPANT
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Indemnification of Owner Trustee. (a) The Owner Trustee, in its individual capacity and as trustee, and its Affiliates, and each officer, director, employee, stockholder, agent or partner of any of them, and any person who is or was serving at the request of the Owner Trustee (each, an "Indemnified Person"), shall be indemnified by the Trust to the fullest extent permitted by law, whether or not any of the transactions contemplated hereby are consummated, against all claims, costs and expenses (including reasonable legal counsel's fees and expenses, judgments, fines and amounts paid in settlement), losses, taxes (other than taxes on the Owner Trustee Fee), damages and/or liability (collectively, "Losses") to which such Indemnified Person may become subject or with which such Indemnified Person shall be threatened by reason of or in connection with such Indemnified Person serving or having served in such capacity for or in connection with the Trust, or by reason of any action or alleged action or omission or alleged omission by an Indemnified Person in any capacity described above, except to the extent such Losses result from or are attributable to such Indemnified Person's willful misconduct, gross negligence or bad faith in the performance of its duties or the criminal conduct of such Indemnified Person; PROVIDED, that no recourse may be taken, directly or EXHIBIT 10.2 indirectly, with respect to the obligations of the Trust described hereunder, against any Certificateholder, or any owner of a beneficial interest in a Certificateholder or against any officer, director or member thereof. (b) In determining whether an Indemnified Person acted with willful misconduct, gross negligence or bad faith, the good faith reliance of such Indemnified Person (i) as to financial matters upon the report, opinion or financial information prepared or reviewed by an internationally recognized investment banking firm or other internationally recognized financial, business or economic consultant, or by independent public accountants, shall be presumed, in the absence of an express showing to the contrary, to constitute good faith reliance by, and without gross negligence, willful misconduct or bad faith on the part of, such Indemnified Person as to the matters covered thereby or information included therein, and (ii) as to any matter of fact set forth in the books and records of the Trust shall be presumed unless it can be shown by competent evidence that such Indemnified Person knew that the matter or fact ...
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Indemnification of Owner Trustee. BY OWNER PARTICIPANT 10 Section 7.01 Owner Participant to Indemnify Trust Company 10 ARTICLE VIII TRANSFER OF OWNER PARTICIPANT’S INTEREST 11 Section 8.01 Transfer of Interest 11 ARTICLE IX SUCCESSOR OWNER TRUSTEES 11 Section 9.01 Resignation of Owner Trustee; Appointment of Successor 11 ARTICLE X SUPPLEMENTS AND AMENDMENTS TO TRUST AGREEMENT AND OTHER DOCUMENTS 12 Section 10.01 Supplements and Amendments 12 Section 10.02 Discretion as to Execution of Documents 13 Section 10.03 Absence of Requirements as to Form 13 Section 10.04 Distribution of Documents 13 Section 10.05 No Request Needed as to Lease Supplements 13 ARTICLE XI MISCELLANEOUS 13 Section 11.01 Termination of Trust Agreement 13 Section 11.02 Owner Participant Has No Legal Title in Trust Estate 14 Section 11.03 Assignment, Sale, etc. of Aircraft 14 Section 11.04 Third Party Beneficiary 14 Section 11.05 Notices 14 Section 11.06 Miscellaneous 14 ARTICLE XII CERTAIN LIMITATIONS ON CONTROL 15 Section 12.01 Limitations on Control 15 Section 12.02 Discretion, Actions and Payments of Owner Trustee 16 Section 12.03 General 16 Section 12.04 Purpose 16 Section 12.05 Adverse Effect of Citizenship on Registration 16 ANNEX A — DEFINITIONS THIS TRUST AGREEMENT ([YEAR] MSN [MSN]), dated as of [ ], [YEAR] (as amended, modified or supplemented from time to time, this “Trust Agreement”), is between [NAME OF OWNER PARTICIPANT], a [jurisdiction and organization] (together with its successors and permitted assigns, the “Owner Participant”), and XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association (as Owner Trustee, together with its successors and permitted assigns in such capacity, “Owner Trustee”, and in its individual capacity, together with its successors and permitted assigns in such capacity, “Trust Company”).
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Indemnification of Owner Trustee. The Administrator shall pay compensation to the Owner Trustee based to on the written fee agreement between the Administrator and the Owner Trustee and shall reimburse the Owner Trustee for all reasonable expenses, disbursements and advances, and indemnify, defend and hold harmless the Owner Trustee and its officers, directors, employees and agents from and against all costs, expenses, losses, subject to the limitations of Section 8.02 of the Trust Agreement.
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Indemnification of Owner Trustee. The Owner Trustee shall be indemnified and held harmless out of and to the extent of the assets of the Trust with respect to any loss, liability, claim, damage or expense incurred by the Owner Trustee arising out of or incurred in connection with the acceptance or performance by the Owner Trustee of the trusts and duties contained in this Agreement; provided, however, that the Owner Trustee shall not be indemnified or held harmless as to any such loss, liability, claim, damage or expense incurred by reason of the Owner Trustee's willful misconduct, bad faith or negligence.
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Indemnification of Owner Trustee 
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Related to Indemnification of Owner Trustee

  • 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 Section 9.01. Termination of Trust Agreement 29 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 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 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 Section 12.11. Electronic Signatures 41 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 June 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between DAIMLER 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”).

  • Limitation of Liability of Owner Trustee The parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (e) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

  • Limitation of Liability of Owner Trustee and Indenture Trustee (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by BNY Mellon Trust of Delaware, not in its individual capacity but solely as Owner Trustee and in no event shall BNY Mellon Trust of Delaware have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas, not in its individual capacity but solely in its capacity as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

  • Appointment of Owner Trustee The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.

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