AS SET FORTH IN SECTIONS 2.11(B) AND
2.27, ALL COSTS AND EXPENSES INCURRED BY THE SERVICER IN CARRYING OUT ITS DUTIES
HEREUNDER, FEES AND EXPENSES OF INDEPENDENT PUBLIC ACCOUNTANTS WITH RESPECT TO
PREPARATION OF THE FINANCIAL STATEMENTS AND REPORTS DESCRIBED IN
SECTION 2.10(A) AND (B) AND ALL OTHER FEES AND EXPENSES NOT EXPRESSLY PERMITTED
PURSUANT TO THE PRIORITIES OF SECTION 3.5(D) OF THE SALE AND ALLOCATION
AGREEMENT TO BE FOR THE ACCOUNT OF THE ISSUER, SHALL BE PAID OR CAUSED TO BE
PAID BY THE SERVICER OUT OF THE COMPENSATION TO BE PAID TO THE SERVICER PURSUANT
TO SECTION 2.08.
(B)
DURING THE TERM OF THIS SERVICING AGREEMENT,
THE SERVICER SHALL BE REIMBURSED PURSUANT TO SECTION 3.5(D)(X) OF THE SALE AND
ALLOCATION AGREEMENT FOR ACTUAL OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE SALE OR OTHER DISPOSAL OF A FINANCED VEHICLE OR COLLECTION
OF AMOUNTS DUE WITH RESPECT TO A CONTRACT INCLUDING, BUT NOT LIMITED TO, THE
FOLLOWING (TO THE EXTENT SUCH COST OR EXPENSE RELATES TO THE SALE OR OTHER
DISPOSAL OR COLLECTION OF AMOUNTS DUE WITH RESPECT TO A CONTRACT OR A FINANCED
VEHICLE):
(I)
ANY COMPENSATION PAID TO OUTSIDE LEGAL
COUNSEL RETAINED TO PROTECT THE INTERESTS OF THE ISSUER, THE INDENTURE TRUSTEE,
THE INSURER OR THE NOTEHOLDERS IN THE ASSETS ADMINISTERED UNDER THIS SERVICING
AGREEMENT AS THE SERVICER DEEMS NECESSARY IN ACCORDANCE WITH ITS NORMAL
PROCEDURES;
(II)
ANY COMPENSATION PAID TO INDEPENDENT
REPOSSESSORS, AUCTIONEERS OR APPRAISERS AND ANY DIRECT OUT OF POCKET EXPENSES
ARISING FROM OR RELATED TO REALIZATION OF THE CONTRACTS ADMINISTERED UNDER THIS
SERVICING AGREEMENT;
13
(III)
ANY SALES, FRANCHISE, INCOME, EXCISE,
PERSONAL PROPERTY OR OTHER TAXES ARISING FROM OR RELATED TO ANY CONTRACTS
ADMINISTERED UNDER THIS SERVICING AGREEMENT;
(IV)
ANY PARKING OR OTHER FEES, INSURANCE, TITLE OR
SIMILAR FEES ARISING FROM OR RELATED TO ANY CONTRACTS ADMINISTERED UNDER THIS
SERVICING AGREEMENT;
(V)
ANY EXPENSES FOR SPECIAL FORMS AND
MATERIALS, FREIGHT, TAPES, COMMUNICATIONS, LOCK-BOX AND OTHER BANK SERVICE
CHARGES, AND OTHER EXPENSES APPROVED BY THE ISSUER; AND
(VI)
ANY EXPENSES AND FEES PAID TO OUTSIDE
ACCOUNTANTS IN CONNECTION WITH THE PROCEDURES REQUIRED TO BE PERFORMED PURSUANT
TO SECTION 2.10(A) AND (B) HEREOF.
2.12.
RESPONSIBILITY FOR INSURANCE POLICIES; PROCESSING
OF CLAIMS UNDER INSURANCE POLICIES; DAILY RECORDS AND REPORTS.
(A)
THE SERVICER, ON BEHALF OF THE ISSUER, WILL
ADMINISTER AND ENFORCE ALL RIGHTS AND RESPONSIBILITIES OF THE HOLDER OF THE
CONTRACTS PROVIDED FOR IN THE INSURANCE POLICIES RELATING TO THE CONTRACTS.
(B)
THE SERVICER WILL ADMINISTER THE FILINGS OF
CLAIMS UNDER THE INSURANCE POLICIES BY FILING THE APPROPRIATE NOTICES RELATED TO
CLAIMS, INCLUDING INITIAL NOTICES OF LOSS, AS WELL AS CLAIMS WITH THE RESPECTIVE
CARRIERS OR THEIR AUTHORIZED AGENTS ALL IN ACCORDANCE WITH THE TERMS OF THE
INSURANCE POLICIES.
THE SERVICER SHALL USE REASONABLE EFFORTS TO FILE SUCH
CLAIMS ON A TIMELY BASIS AFTER OBTAINING KNOWLEDGE OF THE EVENTS GIVING RISE TO
SUCH CLAIMS, SUBJECT TO THE SERVICING STANDARD SET FORTH IN SECTION 2.18 HEREOF.
THE SERVICER WILL UTILIZE SUCH NOTICES, CLAIM FORMS AND CLAIM