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”).
Compensation and Indemnification of Owner Trustee. Section 8.01. Owner Trustee's Fees and Expenses..................................................................30 Section 8.02. Indemnification....................................................................................30 Section 8.03. Payments to the Owner Trustee......................................................................30 ARTICLE NINE
Compensation and Indemnification of Owner Trustee. Section 8.01. Owner Trustee’s Fees and Expenses 25 Section 8.02. Indemnification 25 Section 8.03. Payments to the Owner Trustee 25 Section 9.01. Termination of Trust Agreement 26 Section 10.01. Eligibility Requirements for Owner Trustee 28 Section 10.02. Resignation or Removal of Owner Trustee 28 Section 10.03. Successor Owner Trustee 29 Section 10.04. Merger or Consolidation of Owner Trustee 29 Section 10.05. Appointment of Co-Trustee or Separate Trustee 30 Section 11.01. Intent of the Parties; Reasonableness 32 Section 11.02. Representations and Warranties 32 Section 11.03. Information to Be Provided by the Owner Trustee 32 Section 12.01. Supplements and Amendments 34 Section 12.02. Limitations on Rights of Others 35 Section 12.03. Notices 35 Section 12.04. Severability 36 Section 12.05. Counterparts 36 Section 12.06. Successors and Assigns 36 Section 12.07. No Petition 36 Section 12.08. Table of Contents and Headings 36
Compensation and Indemnification of Owner Trustee. SECTION 8.1 Owner 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 Servicer and such trustee, and each of the Owner Trustee and the Delaware Trustee shall be reimbursed by the Servicer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as such trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.
Compensation and Indemnification of Owner Trustee. 27 SECTION 8.01. Owner Trustee's Fees and Expenses.......................27 SECTION 8.02. Indemnification...................27 SECTION 8.03. Payments to the Owner Trustee.....27
Compensation and Indemnification of Owner Trustee. 26 ARTICLE IX TERMINATION 26
Compensation and Indemnification of 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
Compensation and Indemnification of Owner Trustee. SECTION 7.1 Owner Trustee's Fees and Expenses. Until the Trust has been terminated in accordance with Section 9.1, as compensation for its services hereunder, the Owner Trustee shall be entitled to receive the Owner Trustee's Fee pursuant to Section _ _ of the Servicing Agreement, payable in advance on the Closing Date and on each [January] Payment Date. The following fees and expenses of the Owner Trustee (in addition to the Owner Trustee's Fee) shall be payable from the Trust Estate:
(a) except as otherwise expressly provided herein, all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel) except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
(b) any loss, liability or expense incurred by the Owner Trustee without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Trust and its duties hereunder and under any Basic Documents, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.
Compensation and Indemnification of Owner Trustee. Section 8.01 Owner Trustee’s Fees and Expenses 29 Section 8.02 Indemnification 29 Section 8.03 Payments to the Owner Trustee 29 Section 9.01 Termination of Trust Agreement. 30 Section 10.01 Eligibility Requirements for Owner Trustee 32 Section 10.02 Resignation or Removal of Owner Trustee. 32 Section 10.03 Successor Owner Trustee 33 Section 10.04 Merger or Consolidation of Owner Trustee. 33 Section 10.05 Appointment of Co-Trustee or Separate Trustee 34 Section 11.01 Intent of the Parties; Reasonableness. 36 Section 11.02 Representations and Warranties 36 Section 11.03 Information to Be Provided by the Owner Trustee. 36
Compensation and Indemnification of Owner Trustee. Section 8.01. Owner Trustee’s Fees and Expenses 25 Section 8.02. Indemnification 25 Section 8.03. Payments to the Owner Trustee 25 Section 9.01. Termination of Trust Agreement 26 Section 10.01. Eligibility Requirements for Owner Trustee 28 Section 10.02. Resignation or Removal of Owner Trustee 28 Section 10.03. Successor Owner Trustee 29 Section 10.04. Merger or Consolidation of Owner Trustee 29 Section 10.05. Appointment of Co-Trustee or Separate Trustee 30
