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', 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 limitation, 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"). (b) The Transferor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment on any day other than a Remittance Date or the last day of any applicable funding period (in the case of any LIBOR-based funding).

Other Costs, Expenses and Related Matters. (a) The Transferor Debtor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the Company, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable 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 limitation, the perfection or protection of the Transferred Interestsecurity interest in the Affected Assets) whether (in the case of this clause (i), such attorneys' fees and expenses incurred by or not on behalf of the transactions contemplated hereby are consummated Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXX) 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 security interest in the Affected Assets 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, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent (all of such amounts, collectively, "Transaction Costs"). (b) The Transferor Debtor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment on any day other than a Remittance Date or the last day of any applicable funding period (in the case of any LIBOR-based funding).

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 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 0104420.05-01S7a 84 fees and expenses incurred by officers or employees of the Company and the Agent) incurred by or on behalf of the Company or the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Transferred Interest) and (ii) from time to time relating to any amendments, waivers or consents under this Agreement. (b) 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 or 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 limitation, 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, (bi) 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 (cii) 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")Agreement. (bc) The Transferor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

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', rating agencies' 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 limitation, 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 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"). (b) The Transferor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment on any day other than a Remittance Date or the last day of any applicable funding period (in the case of any LIBOR-based funding).

Other Costs, Expenses and Related Matters. (a) The Transferor agreesPledgors agree, upon receipt of a written invoice, to 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', rating agencies' 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 limitation, the perfection or protection of the Transferred Pledged Interest) whether or not the transactions contemplated hereby are consummated and (ii) from time to time 103 109 (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"). (b) The Transferor Pledgors shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

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 limitation, 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 (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. (b) The Transferor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

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 CompanyEnterprise, the Bank Investors Atlantic, Liberty 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 CompanyEnterprise, the Bank Investors and/or Atlantic, Liberty and the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the CompanyEnterprise, any Bank Investor and Atlantic, Liberty or the Agent (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 limitation, 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 Agreement. (b) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save each Investor and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, attorneys', accountants' and other Transaction Documentsthird parties' fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor, as applicable, and/or the Agent) incurred by or on behalf of any of the Investors or the Agent from time to time (bi) 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 (cii) 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")Agreement. (bc) The Transferor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Enterprise Early Collection Fee, Atlantic Early Collection Fee or Liberty Early Collection Fee, as applicable, due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

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', rating agencies' 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 limitation, 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) whether or not the transactions contemplated hereby are consummated 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"). (b) The Transferor shall pay the Agent, for the account of the Company Buyer A and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Buyer A's Net Investment on any a day other than a Remittance Date or the last day of any applicable a funding period (in the case of any LIBOR-based funding)period.

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 limitation, 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"). (b) The Transferor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

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 CompanyInvestors, the Bank Investors Administrative Agents 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 any of the CompanyInvestors, the Bank Investors Administrative Agents and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Companyany Investor, any Bank Investor and Administrative Agent or 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 limitation, 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 Companyany Investor's, any Bank InvestorAdministrative Agent's, the Agent's or the any 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 CostsTRANSACTION COSTS"). (b) The With respect to any Tranche to which all or any portion of the Net Investment held by any of the Investors in a Related Group has been allocated, the Transferor shall pay to the AgentAdministrative Agent for such Related Group, for the account of the Company and the Bank Investors, as applicableeach applicable Investor, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment such Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

Other Costs, Expenses and Related Matters. (a) The Transferor Debtor 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, reasonable 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 Guaranty and Security Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Transferred Interestsecurity interest in the Collateral ) whether (in the case of this clause (i), such attorneys' fees and expenses incurred by or not on behalf of the transactions contemplated hereby are consummated Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXX) 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 security interest in the Collateral under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement 67 Agreement, the Guaranty and Security Agreement, or any of the other Transaction Documents Documents, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent (all of such amounts, collectively, "Transaction Costs"). (b1) The Transferor Debtor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment on any day other than a Remittance Date or the last day of any applicable funding period (in the case of any LIBOR-based funding).. 66

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', rating agencies' 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 limitation, 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 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"). (b) The Transferor shall pay the Agent, for the account of the Company Buyer and the Bank Investorsother Owner, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment on any a day other than a Remittance Date or the last day of any applicable a funding period (in the case of any LIBOR-based funding)period.

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', rating agencies' 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 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 (includingand thereby; PROVIDED, without limitationHOWEVER, the perfection or protection of the Transferred Interest) whether or not the transactions contemplated hereby are consummated that such attorney's fees shall be limited to an agreed upon cap 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 Agent'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 CostsTRANSACTION COSTS"). (b) The Transferor Issuer shall pay to the Agent, for the account of the Company and or the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment Company's investment allocated to a funding period on any a day other than a Remittance Date or prior to the last day of any applicable its funding period (in the case of any LIBOR-based funding)period.

Other Costs, Expenses and Related Matters. (ai) The Transferor ----------------------------------------- Seller 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 K2F 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 AgentK2F) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent K2F (iA) 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 limitation, the perfection or protection of the Transferred Interest) whether or not the transactions contemplated hereby are consummated and (iiB) from time to time (a1) relating to any amendments, waivers or consents under this Agreement and the other Transaction DocumentsAgreement, (b2) arising in connection with the Company's, any Bank Investor's, the AgentK2F'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 Agreement), or (c3) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement Agreement, excluding any dispute, audit, disagreement, litigation or any preparation for litigation between K2F on the one hand and the Collateral Agent or the holders of the Commercial Paper on the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").. ----------------- (bii) The Transferor Seller shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, K2F on demand any an Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

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 CompanyInvestors, the Bank Investors Administrative Agents 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 any of the CompanyInvestors, the Bank Investors Administrative Agents and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Companyany Investor, any Bank Investor and Administrative Agent or 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 limitation, 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 Companyany Investor's, any Bank InvestorAdministrative Agent's, the Agent's or the any 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"). (b) The With respect to any Tranche to which all or any portion of the Net Investment held by any of the Investors in a Related Group has been allocated, the Transferor shall pay to the AgentAdministrative Agent for such Related Group, for the account of the Company and the Bank Investors, as applicableeach applicable Investor, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment such Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

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', 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 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 limitation, the perfection or protection of the Transferred Interest) whether or not the transactions contemplated hereby are consummated 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"”). (b) The Transferor Either the Issuer or AmeriCredit shall pay to the Agent, for the account of the Company and or the Bank Investorsother Owners, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment Company’s investment allocated to a funding period on any a day other than a Remittance Date or prior to the last day of any applicable its funding period (in the case of any LIBOR-based funding)period.

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', rating agencies' 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 limitation, the perfection or protection of the Transferred Pledged 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 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"). (b) The Transferor Borrower shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.

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 limitation, 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 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"). (b) The Transferor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (its Tranche Period, provided that such demand is accompanied by a certificate of the Person demanding payment of an Early Collection Fee setting forth in reasonable detail the case calculation of any LIBOR-based funding)such Early Collection Fee.

Other Costs, Expenses and Related Matters. (a) The Transferor Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Company, the Bank Investors Lender and the Administrative 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 AgentLender) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor Lender and the Administrative Agent (i) in connection with the negotiation, execution, delivery delivery, and preparation of this Loan Agreement, the other Transaction Documents Operative Documents, and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Transferred InterestCollateral) whether or not the transactions contemplated hereby are consummated and (ii) from time to time (aA) relating to any amendments, waivers waivers, or consents under this Agreement and the other Transaction DocumentsLoan Agreement, (bB) arising in connection with the Company's, any Bank Investor's, the AgentLender's or the Collateral Agentits agent's enforcement or preservation of rights (including, without limitation, the perfection and protection - 24 - of the Transferred Interest Collateral under this Loan Agreement), or (cC) arising in connection with any audit, dispute, disagreement, litigation litigation, or preparation for litigation involving this Loan Agreement or any of and the other Transaction Operative Documents (all of such amounts, collectively, "Transaction Costs"). (b) The Transferor Borrower shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, Lender on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment on any a day other than prior to a Remittance Date or the last day of any applicable funding period (in the case of any LIBOR-based funding)Date.

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', 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) 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 limitation, the perfection or protection of the any 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 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"). (b) The Transferor shall pay the Agent, allocable Class Agent for the account of the Company related Conduit and the related Bank Investors, as applicable, on demand any Early Collection Fee due to the related Class on account of the receipt by the Company such Conduit or any such Bank Investor Investors of any amounts applied in reduction of the Net Investment for such Class on any day other than a Remittance Date or the last day of any applicable funding period (in the case of any LIBOR-based funding).

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', 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 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 limitation, the perfection or protection of the Transferred Interest) whether or not the transactions contemplated hereby are consummated 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").. ----------------- (b) The Transferor Either the Issuer or AmeriCredit shall pay to the Agent, for the account of the Company and or the Bank Investorsother Owners, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment Company's investment allocated to a funding period on any a day other than a Remittance Date or prior to the last day of any applicable its funding period (in the case of any LIBOR-based funding)period.

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 limitationlimita- tion, 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"). (b) The Transferor shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment on any day other than a Remittance Date or the last day of any applicable funding period (in the case of any LIBOR-based funding).

Other Costs, Expenses and Related Matters. (a) The Transferor agreesPledgors agree, upon receipt of a written invoice, to 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', rating agencies' 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 limitation, the perfection or protection of the Transferred Pledged Interest) whether or not the transactions contemplated hereby are consummated and (ii) from time to time 106 113 (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"). (b) The Transferor Pledgors shall pay the Agent, for the account of the Company and the Bank Investors, as applicable, on demand any Early Collection Fee due on account of the receipt by the Company or any Bank Investor of any amounts applied in reduction of the Net Investment a Tranche on any a day other than a Remittance Date or prior to the last day of any applicable funding period (in the case of any LIBOR-based funding)its Tranche Period.