Common use of Total Servicing Fee; Payment of Certain Expenses by Servicer Clause in Contracts

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of Triad). The Servicer will, to the extent not provided for pursuant to Section 5.7, be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trustee, the Custodian, the Processing Bank (and any fees under the Blocked Account Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is not Triad, a successor to Triad as Servicer including the Backup Servicer permitted by Section 9.3 will not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “"Servicing Fee”") pursuant to Section 5.7. The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of Triad). The Servicer will, to the extent not provided for pursuant to Section 5.7, be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trustee, the Custodian, the Processing Bank (and any fees under the Blocked Account Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is not Triad, a successor to Triad as Servicer including the Backup Servicer permitted by Section 9.3 will not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “"Servicing Fee”") pursuant to Section 5.7. The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders [or the Insurer Insurer] and, to the extent not provided for pursuant to Section 5.7, all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of Triad). The Servicer will, to the extent not provided for pursuant to Section 5.7, be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trustee, the Custodian, the Processing Bank (and any fees under the Blocked Account Agreement) and the Independent Accountants, Accountants except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is not Triad, a successor to Triad as Servicer including the Backup Servicer permitted by Section 9.3 will not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”"SERVICING FEE") pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Collateral Agent, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Backup Servicer, the Collateral Agent, the Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “"Servicing Fee”") pursuant to Section 5.7. The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of Triad). The Servicer will, to the extent not provided for pursuant to Section 5.7, be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trustee, the Custodian, the Processing Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement) and the Independent Accountants, Accountants except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is not Triad, a successor to Triad as Servicer including the Backup Servicer permitted by Section 9.3 will not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “"Servicing Fee”") pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Collateral Agent, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Backup Servicer, the Collateral Agent, the Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer backup servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Collateral Agent, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Collateral Agent, the Lockbox Bank (and any fees under the Blocked Lockbox Account Agreement), the Lockbox Processor (and any fees under the Lockbox Processing Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, [the Backup Servicer, and Servicer or] the Indenture Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, Trust and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadExeter). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, [the Backup Servicer, ,] the Indenture Trustee, the Custodian, [the Processing Lockbox Bank (and any fees under the Blocked Lockbox Account Agreement) ), and the Independent Accountants, except taxes levied Accountants to the extent any such fees and expenses have not been paid or assessed against such partiesreimbursed pursuant to Section 5.7 on any Distribution Date. Notwithstanding the foregoing, if the Servicer is shall not Triadbe Exeter, a successor to Triad Exeter as Servicer [including the Backup Servicer Servicer] permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”"SERVICING FEE") pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Collateral Agent, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Collateral Agent, the Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will (provided that the Servicer is not AmeriCredit Canada) shall be entitled to receive out of the Collection Account a monthly servicing fee equal to the Base Servicing Fee and any Supplemental Servicing Fee for product of one-twelfth times 2.25% of the Pool Balance as of the opening of business on the first day of the related Collection Period (together, the “"Servicing Fee”") pursuant to Section 5.76.4. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, Certificateholders and all other fees and out-of-pocket expenses of the Owner Trustee, Backup Servicer or the Backup Servicer, and the Indenture TrusteeCustodian, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer Custodian or the Indenture TrusteeCertificateholders, and claims against the Trust, the Owner Trustee, the Backup Servicer Custodian or the Indenture Trustee Certificateholders in respect of indemnification, which taxes and claims in respect of indemnification against the Trust Custodian or the Certificateholders are expressly stated to be for the account of TriadAmeriCredit Canada). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trustee, the Custodian, the Processing Depository Bank (and any fees under the Blocked Account Depository Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit Canada, a successor to Triad AmeriCredit Canada as Servicer including the Backup Servicer permitted by Section 9.3 will 10.3 shall not be liable for taxes levied or assessed against the Trust Custodian or the Certificateholders or claims against the Trust Custodian or the Certificateholders in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.75.5. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Administrative Agent, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Collateral Agent, the Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement), the Lockbox Processor (and any fees under the Lockbox Processing Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will 8.3 shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.75.5. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders and taxes levied or assessed against the Insurer and, Trust and claims against the Trust in respect of indemnification which are expressly stated to be the extent not provided obligation of AmeriCredit) and shall be liable for pursuant to Section 5.7, all other the fees and out-of-pocket expenses of the Independent Accountants. The Servicer, for so long as AmeriCredit is the Servicer, shall be liable for the fees and expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of Triad). The Servicer will, to the extent not provided for pursuant to Section 5.7, be liable for the fees and out-of-pocket expenses of the Owner TrusteeAdministrative Agent, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Collateral Agent, the Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement), and the Lockbox Processor (and any fees under the Lockbox Processing Agreement) to the extent any such fees and the Independent Accountants, except taxes levied expenses have not been paid or assessed against such partiesreimbursed pursuant to Section 5.5 on any Distribution Date. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will 8.3 shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnificationindemnification or for any such fees and expenses.” 3.07 Section 5.5(a)(ii) thereof is amended to delete the following parenthetical appearing at the end thereof in its entirety: “(in each case, or to the extent such fees and expenses referred to abovein this clause (ii) have not previously been paid by the Servicer)”. 3.08 Section 5.5(a)(ix) thereof is amended and restated in its entirety as follows:

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Lockbox Bank [(and any fees under the Blocked Account Lockbox Agreement) )] and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “"Servicing Fee”") pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “"Servicing Fee”") pursuant to Section 5.7. The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of Triad). The Servicer will, to the extent not provided for pursuant to Section 5.7, be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trustee, the Custodian, the Processing Bank (and any fees under the Blocked Account Agreement) and the Independent Accountants, Accountants except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is not Triad, a successor to Triad as Servicer including the Backup Servicer permitted by Section 9.3 will not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”"SERVICING FEE") pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “"Servicing Fee”") pursuant to Section 5.7. The Servicer will be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, all other fees and out-of-of- pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of Triad). The Servicer will, to the extent not provided for pursuant to Section 5.7, be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trustee, the Custodian, the Processing Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement) and the Independent Accountants, Accountants except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is not Triad, a successor to Triad as Servicer including the Backup Servicer permitted by Section 9.3 will not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Lockbox Bank (and any fees under the Blocked Lockbox Account Agreement), the Lockbox Processor (and any fees under Table of Contents the Lockbox Processing Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”"SERVICING FEE") pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes 38 imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Collateral Agent, the Backup Servicer, and the Indenture Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadAmeriCredit). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Trust Collateral Agent, the Trustee, the Custodian, the Processing Collateral Agent, the Lockbox Bank (and any fees under the Blocked Account Lockbox Agreement) and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe AmeriCredit, a successor to Triad AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer will shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer will shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders or the Insurer and, to the extent not provided for pursuant to Section 5.7, and all other fees and out-of-pocket expenses of the Owner Trustee, the Collateral Agent, the Backup Servicer, and the Indenture Designated Backup Subservicer, the Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee, and claims against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of TriadUACC). The Servicer will, to the extent not provided for pursuant to Section 5.7, shall be liable for the fees and out-of-pocket expenses of the Owner Trustee, the Backup Servicer, the Indenture Designated Backup Subservicer, the Trust Collateral Agent, the Trustee, the Custodian, the Processing Bank (and any fees under the Blocked Account Agreement) Collateral Agent and the Independent Accountants, except taxes levied or assessed against such parties. Notwithstanding the foregoing, if the Servicer is shall not Triadbe UACC, a successor to Triad UACC as Servicer including the Backup Servicer or the Designated Backup Subservicer permitted by Section 9.3 will shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.