Common use of Compensation and Indemnification of the Owner Trustee Clause in Contracts

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 willful misconduct of the Owner Trustee or for the Owner Trustee's failure to use ordinary care to disburse funds pursuant to Section 2.04 hereof. The obligations of the Depositor to indemnify the Owner Trustee, and its right to be compensated and be reimbursed for the reasonable out-of-pocket expenses, disbursements and advances of the Owner Trustee from the Trust Property pursuant to Section 7.03(a) and (b) hereof, shall survive the termination of this Agreement pursuant to Section 9.05 hereof or the resignation or removal of the Owner Trustee hereunder. Such obligations shall be secured by a Lien upon the Trust Property senior to that of the Certificates of Beneficial Interest in the Trust Property. (c) The Owner Trustee shall not be required to take or refrain from taking any action under this Agreement (other than giving of notices) unless the Owner Trustee shall have been indemnified by the Certificateholder, in manner and form reasonably satisfactory to the Owner Trustee, against any liability, fee, cost or expense (including attorneys' fees) which may be incurred or charged in connection therewith, except to the extent the same may be incurred or arise out of the gross negligence or willful misconduct of the Owner Trustee or the Owner Trustee's failure to use ordinary care to disburse funds pursuant to this Agreement. The Owner Trustee shall not be required to take any action if the Owner Trustee shall reasonably determine, or shall have been advised by counsel, that such action is likely to result in personal liability, or is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or otherwise contrary to law. (d) Any amounts paid to the Owner Trustee pursuant to Section 7.01(e) hereof and subsections (a) and (b) of this Section 7.03 shall not be deemed to be part of the Trust Property immediately after such payment.

Compensation and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled from the Trust AmeriCredit Corp. (“AmeriCredit Corp.”) (as may be specified in a fee arrangement entered into between the Owner Trustee and the DepositorAmeriCredit Corp.) 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 each Certificateholder upon receipt at least ten (10) business days prior to any request by the Owner Trustee of for compensation from the Trust Property pursuant to the foregoing sentence of the amount of such compensationsentence. Notwithstanding Section 7.03 6.03 of this Agreement and without limiting Section 10.07 8.07 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 8.05 of this Agreement. (b) The Trust or the DepositorAmeriCredit Corp., 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 Deutsche Bank (USA) Trust Company Delaware or any successor Owner Trustee appointed under Section 6.04 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 Underlying 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 willful misconduct of the Owner Trustee or for the Owner Trustee's ’s failure to use ordinary care to disburse funds pursuant to Section 2.04 hereof. The obligations of the Depositor AmeriCredit Corp. to indemnify the Owner Trustee, and its right to be compensated and be reimbursed for the reasonable out-of-pocket expenses, disbursements and advances of the Owner Trustee from the Trust Property pursuant to Section 7.03(a6.03(a) and (b) hereof, shall survive the termination of this Agreement pursuant to Section 9.05 8.05 hereof or the resignation or removal of the Owner Trustee hereunder. Such obligations shall be secured by a Lien upon the Trust Property senior to that of the Certificates of Beneficial Interest in the Trust Property. (c) The Owner Trustee shall not be required to take or refrain from taking any action under this Agreement (other than giving of notices) unless the Owner Trustee shall have been indemnified by the CertificateholderClass A or Class B Certificateholders, as applicable, in manner and form reasonably satisfactory to the Owner Trustee, against any liability, fee, cost or expense (including attorneys' ’ fees) which may be incurred or charged in connection therewith, except to the extent the same may be incurred or arise out of the gross negligence or willful misconduct of the Owner Trustee or the Owner Trustee's ’s failure to use ordinary care to disburse funds pursuant to this Agreement. The Owner Trustee shall not be required to take any action if the Owner Trustee shall reasonably determine, or shall have been advised by counsel, that such action is likely to result in personal liability, or is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or otherwise contrary to law. (d) Any amounts paid to the Owner Trustee pursuant to Section 7.01(e) hereof and subsections (a) and (b) of this Section 7.03 6.03 shall not be deemed to be part of the Trust Property immediately after such payment.