Indemnification of Owner Trustee Sample Clauses

Indemnification of Owner Trustee. BY OWNER PARTICIPANT
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Indemnification of Owner Trustee. Owner Trustee shall not be required to take any action under SECTION 5.01 (other than the giving of the notices referred to therein) or 5.02 if Owner Trustee shall reasonably believe that it is not adequately indemnified by Lessee under the Participation Agreement or by Owner Participant under this Trust Agreement, unless Owner Trustee shall have been indemnified by Lessee or Owner Participant, in both manner and form satisfactory to Owner Trustee, against any loss, damage, liability, claims, demands, disbursements and expenses, including Taxes (but excluding any Taxes payable by Owner Trustee on or measured by any compensation received by it for its services hereunder) and reasonable counsel fees and disbursements, which may be incurred in connection therewith; PROVIDED, HOWEVER, that Owner Participant shall not be required to make any such payments in respect of any such loss, damage, liability, claims, demands, disbursements and expenses, including Taxes and counsel fees, arising from or as a result of (a) Owner Trustee's willful misconduct or gross negligence, (b) Bank's failure to perform the terms of the last sentence of SECTION 5.04, (c) Bank's failure to use ordinary care in the receiving, handling and disbursement of funds hereunder, or (d) the inaccuracy of any representation or warranty of Bank (or the failure of Bank to perform any covenant) in SECTION 6.03 or elsewhere in the Operative Agreements, including in Sections 6 and 7 of the Participation Agreement. Owner Trustee shall not be required to take any action under SECTION 5.01 (other than the giving of the notices referred to therein) or 5.02 if Owner Trustee shall reasonably determine, or shall have been advised by counsel, that such action is contrary to the terms of any of the Operative Agreements to which Owner Trustee is a party, or is otherwise contrary to law.
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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 TABLE OF CONTENTS (continued) Page 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 ANNEXES ANNEX A — DEFINITIONS TRUST AGREEMENT ([YEAR] MSN [MSN]) 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 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. (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.
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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 
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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 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements for Owner Trustee 30 Section 10.02. Resignation or Removal of Owner Trustee 30 Section 10.03. Successor Owner Trustee 31 Section 10.04. Merger or Consolidation of Owner Trustee 31 Section 10.05. Appointment of Co-Trustee or Separate Trustee 32 ARTICLE ELEVEN REGULATION AB Section 11.01. Intent of the Parties; Reasonableness 34 Section 11.02. Representations and Warranties 34 Section 11.03. Information to Be Provided by the Owner Trustee 34 ARTICLE TWELVE MISCELLANEOUS Section 12.01. Supplements and Amendments 36 Section 12.02. Limitations on Rights of Others 37 Section 12.03. Notices 38 Section 12.04. Severability 38 Section 12.05. Counterparts 38 Page Section 12.06. Successors and Assigns 38 Section 12.07. No Petition 38 Section 12.08. Table of Contents and Headings 38 Section 12.09. GOVERNING LAW; SUBMISSION TO JURISDICTION 40 Section 12.10. WAIVER OF JURY TRIAL 41 EXHIBITS 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 March 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) 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.

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