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 PROCEDURES AS ARE
REQUIRED BY THE RESPECTIVE INSURANCE CARRIERS.
The Servicer shall