Compensation and Indemnification of the Owner Trustee Sample Clauses

The "Compensation and Indemnification of the Owner Trustee" clause defines the rights of the owner trustee to receive payment for its services and to be protected against certain liabilities incurred while performing its duties. Typically, this clause outlines the specific fees or compensation structure for the trustee and details the circumstances under which the trust or its beneficiaries must reimburse or defend the trustee against claims, losses, or expenses arising from its role, except in cases of gross negligence or willful misconduct. The core function of this clause is to ensure that the trustee is fairly compensated and shielded from undue personal risk, thereby encouraging qualified parties to serve as trustee and perform their responsibilities diligently.
Compensation and Indemnification of the Owner Trustee. SECTION 8.1. The Owner Trustee’s Compensation 14 SECTION 8.2. Indemnification 14 SECTION 8.3. Payments to the Owner Trustee 15 SECTION 8.4. Survival 15
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Compensation and Indemnification of the Owner Trustee. 16 SECTION 8.1. The Owner Trustee’s Compensation 16 SECTION 8.2. Indemnification 16 SECTION 8.3. Payments to the Owner Trustee 17 SECTION 8.4. Survival 17 ARTICLE IX TERMINATION OF TRUST AGREEMENT 17 SECTION 9.1. Termination of Trust Agreement 17 SECTION 9.2. Dissolution of the Issuer 17 SECTION 9.3. Limitations on Termination 17 ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 18 SECTION 10.1. Eligibility Requirements for the Owner Trustee 18 SECTION 10.2. Resignation or Removal of the Owner Trustee 18 SECTION 10.3. Successor Owner Trustee 19
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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. 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
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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 ADDITIONAL 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 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 Agreement; Third-Party Beneficiaries 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 July 1, 2024 (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, for Ford Credit Auto Lease Trust 2024-B.