applicable requirements of AML Law, including, but not limited to, information or documentation used to identify and verify each partys identity, including, but not limited to, each partys name, physical address, tax identification number, organizational documents, certificates of good standing, licenses to do business or other pertinent identifying information.
COMPENSATION OF OWNER TRUSTEE
SECTION 8.1. The Owner Trustees Compensation. Compensation for all services rendered by Wells Fargo under this Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid to Wells Fargo pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor), in accordance with the terms of an applicable fee letter. Wells Fargo shall, upon its request and in accordance with an applicable fee letter, be reimbursed pursuant to Section 4.4(a) of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (in either case to the extent of Available Funds available therefor), for all reasonable expenses, disbursements and advances incurred or made by Wells Fargo in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents, experts and counsel as Wells Fargo may employ in connection with the exercise, enforcement and performance of its rights and its duties hereunder or amendments or modifications hereto, including but not limited to expenses related to Sections 4.3 and 5.3 hereof), except any such expense that may be attributable to its willful misconduct, gross negligence (other than an error in judgment) or bad faith. To the extent not paid in full from Available Funds pursuant to Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture, as applicable (whether by application of the limitation set forth in Section 4.4(a) of the Sale and Servicing Agreement or otherwise), on or before the Payment Date following the end of the Collection Period that includes the 30th day after the request therefor, such fees and reasonable expenses shall be paid by the Servicer pursuant to Section 3.11 of the Sale and Servicing Agreement (without regard to such limitation). The provisions of this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee.
SECTION 8.2. Indemnification. Wells Fargo in its individual capacity and as trustee (including as Owner Trustee) and its successors, assigns, directors, officers, employees and agents (collectively, the Indemnified Parties) shall be indemnified, defended and held harmless by the Issuer and the Servicer, to the extent set forth below, from and against any and all loss, liability, expense, tax, penalty, damage, judgment, cost, action, suit, claim or fee (including reasonable attorneys fees and expenses, court costs and other legal expenses, including but not limited to those incurred in connection with the defense of any suit, claim, action or proceeding brought against the Trust or an Indemnified Party, or in connection with any suit, claim, action or proceeding brought by an Indemnified Party for enforcement (including enforcement of its indemnification rights) or otherwise against the Seller, the Servicer or any other Person under the Transaction Documents) of any kind and nature whatsoever (collectively, Expenses) which may at any time be imposed on, incurred by, or asserted against Wells Fargo in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Transaction Documents, the Certificates, the Trust Estate, the
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Amended and Restated
Trust Agreement (DRIVE 2021-2)