Common use of Other Costs, Expenses and Related Matters Clause in Contracts

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tion, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (includingthereby, without limita- tion, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement)rights, or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").. Section 4.5

Other Costs, Expenses and Related Matters. (a) The Transferor Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors Investors, the Collateral Agent, the Agent and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys', accountants' accountant's and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Company or any Bank Investors and/or the AgentInvestor) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and Investor, the Collateral Agent, the Agent or the Administrative Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents Note and the Security Agreement and any documents or instruments delivered pursuant hereto and or thereto and the transactions contemplated hereby or and thereby (including, without limita- tion, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement Agreement, the Note and the other Transaction DocumentsSecurity Agreement, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agentits agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this AgreementCollateral Agent's security interest in the Collateral), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (c) arising in connection with any auditaudit (subject to the provisions of Sections 5.1(d) and 5.4(c) hereof), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Transferor Each ----------------------------------------- Originator agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors and the Agent Buyer harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' accountant's and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the AgentBuyer) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent Buyer (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents Agreement and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred InterestReceivables originated by such Originator) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction DocumentsAgreement, (b) arising in connection with the Company's, any Bank Investor's, the AgentBuyer's or the Collateral Agent's its agents' enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest Receivables originated by such Originator under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").. -----------------

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (Documents; PROVIDED, HOWEVER that the Transferor shall not be required to pay the fees of more than one outside counsel for all of such amounts, collectively, "Transaction Costs")parties with respect to the foregoing.

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Companyeach Conduit each Bank Investor, the Bank Investors each Class Agent and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, including without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) any such Person or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent such Person (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the any Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agent's such Persons' enforcement or preservation of rights (including, including without limitation, the perfection and protection of the any Transferred Interest under this Agreement), or (c) arising in connection with any audit, audit dispute, disagreement, disagreement litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Transferor Each of the Issuer and AmeriCredit agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors other Owners, the Collateral Agent, the Agent and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the AgentCompany or any other Owners) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and other Owners, the Collateral Agent, the Agent or the Administrative Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the Note and the Security Agreement and any other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto Document and the transactions contemplated hereby or thereby (including, without limita- tion, the perfection or protection of the Transferred Interest) and thereby; and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement, the Note, the Security Agreement and the any other Transaction DocumentsDocument, (b) arising in connection with the Agent's, the Company's, any Bank Investor's, the Agentother Owner's or the Collateral Agentany of their agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this AgreementCollateral Agent's security interest in the Collateral), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents Document (all of such amounts, collectively, "Transaction Costs").. -----------------

Other Costs, Expenses and Related Matters. (a) The Transferor Each of the Issuer and AmeriCredit agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors other Owners, the Collateral Agent and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys'’, accountants' ’ and other third parties' ’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the AgentCompany or any other Owners) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and other Owners, the Collateral Agent or the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the Note and the Security Agreement and any other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto Document and the transactions contemplated hereby or thereby (including, without limita- tion, the perfection or protection of the Transferred Interest) and thereby; and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement, the Note, the Security Agreement and the any other Transaction DocumentsDocument, (b) arising in connection with the Agent’s, the Company's’s, any Bank Investor's, the Agent's other Owner’s or the Collateral Agent's any of their agent’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this AgreementCollateral Agent’s security interest in the Collateral), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents Document (all of such amounts, collectively, "“Transaction Costs"”).

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants', rating agencies' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred Interest) whether or not the transactions contemplated hereby are consummated and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the CompanyBuyers, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the CompanyBuyers, the Bank Investors and/or the Agent) Agent or intangible, documentary or recording taxes incurred by or on behalf of the CompanyBuyers, any Bank Investor and the Agent Agent) (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred Interest), provided, however, that the Transferor shall not be liable for the payment of fees of attorneys for Buyer A, the Bank Investors and the Agent incurred in connection with this clause (i) in excess of $120,000 and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company'sBuyers', any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Transferor Issuer agrees, upon receipt of a written invoice, to pay or cause to be paidpaid solely from amounts distributed to the Issuer, in accordance with Section 5.1(a)(xiv) of the Security Agreement and to save the Company, the Bank Investors Investors, the Agent, the Collateral Agent, the Back-up Servicer and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' accountant's and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Company or any Bank Investors and/or the AgentInvestor) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor Investor, the Agent, the Collateral Agent, the Back-up Servicer and the Administrative Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents Note and the Security Agreement and any documents or instruments delivered pursuant hereto and or thereto and the transactions contemplated hereby or and thereby (including, without limita- tion, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement Agreement, the Note and the other Transaction DocumentsSecurity Agreement, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agenttheir agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this AgreementCollateral Agent's security interest in the Collateral), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the CompanyBuyer, the Bank Investors any other Owner and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the CompanyBuyer, the Bank Investors any other Owner and/or the Agent) Agent or intangible, documentary or recording taxes incurred by or on behalf of the CompanyBuyer, any Bank Investor other Owner and the Agent Agent) (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred Interest) ), and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the CompanyBuyer's, any Bank Investorother Owner's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (ai) The Transferor Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors Certificateholders and the Funding Agent harmless against liability for the payment of, all reasonable and necessary out-of-pocket expenses (including, without limitation, attorneys', accountants' and other third parties' fees and expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor Certificateholder and the Funding Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred InterestPledged Collateral) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the AgentCertificateholder's or the Collateral Funding Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection pro- tection of the Transferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction CostsTRANSACTION COSTS").

Other Costs, Expenses and Related Matters. (a) The Transferor Borrower agrees, upon receipt of a written invoice, to 98 104 pay or cause to be paid, and to save the Company, the Bank Investors (subject to Section 9.9(b)) and the Agent harmless against liability for the payment of, all reasonable out-of-pocket documented expenses (including, without limitation, reasonable attorneys', accountants' and other third parties' fees and reasonable expenses, any filing fees and expenses incurred by officers or employees of the Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limita- tionlimitation, the perfection or protection of the Transferred Pledged Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Pledged Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").