Common use of Reimbursement and Additional Payment Obligation Clause in Contracts

Reimbursement and Additional Payment Obligation. The Borrower agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (iv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 from the date due until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers or the Administrative Agent including, without limitation, any amounts payable by the Borrower pursuant to any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower agrees Depositor, the Seller, the Company and the Issuer agree to pay to Financial Security FSA the following amounts amounts, as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security FSA under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security FSA may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security FSA has not been immediately immeately reimbursed on the date that any amount is paid by Financial Security FSA under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (iv) any review or investigation made by Financial Security FSA in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.03(a) or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 Section 3.02 (d) from the date due to FSA pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security FSA at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers or the Administrative Agent including, without limitation, any amounts payable by the Borrower pursuant to any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower agrees Each ----------------------------------------------- of the Company Parties jointly agree to pay to Financial Security FSA the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security FSA under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security FSA may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security FSA has not been immediately reimbursed on the date that any amount is paid by Financial Security FSA under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any participant in the Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, and (iv) any review or investigation made by Financial Security FSA in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.03 or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 Section 3.02 (d) from the date due to FSA pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security FSA at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers or the Administrative Agent including, without limitation, any amounts payable by the Borrower pursuant to any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower agrees Company, the Depositor and the Trust agree to pay to Financial Security FSA the following amounts as and when incurred: (a) in accordance with the priorities established in the Sale and Servicing Agreement, except as otherwise provided in the last paragraph in this Section 3.03, a sum equal to the total of all amounts paid by Financial Security FSA under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security that FSA or its affiliates may reasonably pay or incur, including, but not limited to, attorneys' ’ and accountants' ’ fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security FSA has not been immediately reimbursed on the date that any amount is paid by Financial Security FSA under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any participant in the Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (iv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial SecurityDocuments, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition, (iv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (v) any review or approval by FSA in connection with the delivery of any additional or substitute collateral under any of the Transaction Documents, and (vi) any review or investigation made by FSA in those circumstances where its approval or consent is sought under any of the Transaction Documents; costs and expenses shall include the reasonable fees and expenses charged by Transaction Services Corporation, an affiliate of FSA, spent in connection with the actions described in clauses (ii) and (iii) above; and FSA reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver, or consent proposed in respect of any of the Related Documents; (c) interest on any and all amounts described in this (i) Section 3.3 from the date payable 3.03 or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 (ii) Section 3.02(d) from the date due to FSA pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security FSA at the Late Payment Rate per annum, together with interest on overdue interest, compounded monthly; and (d) any payments (other than Scheduled Payments which are reimburseable pursuant to Section 3.03(a)) made by Financial Security FSA on behalf of, or advanced to, the Borrower or to Company, the Purchasers Trust or the Administrative Agent Depositor including, without limitation, any amounts payable by the Borrower Company, the Depositor or the Trust pursuant to the Securities or any other Transaction Documents; and any payments made by Financial Security FSA as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, FSA to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand, in full without any requirement on the part of FSA to seek reimbursement from any other sources of indemnity therefor or to allocate to other transactions benefiting therefrom. In addition toNotwithstanding any provision of this Section to the contrary, the payment obligations set forth herein shall be non-recourse obligations with respect to the Company, the Depositor and not the Trust and shall be payable only from monies available for such payment in limitation accordance with the provisions of the foregoingIndenture (except to the extent that any such payment obligation arises from a failure to perform or default of the Company, the Borrower and Depositor or the Performance Guarantor each agrees that Trust or any affiliate thereof under any Transaction Document or by reason of negligence, willful misconduct or bad faith on the part of the Company, the Depositor, or the Trust respectively, in the event that Financial Security seeks to enforce any performance of its rights hereunder duties and obligations thereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise)reckless disregard by the Company, the Borrower Depositor, or the Performance GuarantorTrust respectively, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses of its duties and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demandobligations thereunder).

Reimbursement and Additional Payment Obligation. The Borrower agrees to pay to Financial Security the following amounts will be payable as and when incurredincurred solely from the Trust pursuant to and in accordance with Section 5.01 of the Pooling and Servicing Agreement: (a) a sum equal to the total of all amounts paid by Financial Security under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Related Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Related Documents, any party to any of the Transaction Related Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Related Document whether or not executed or completed, (iv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Related Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 3.03 (a) from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers or the Administrative Agent Company, including, without limitation, any amounts payable by the Borrower Company pursuant to the Securities or any other Transaction Related Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower agrees Depositor and the Company agree to pay to Financial Security FSA the following amounts amounts, as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security FSA under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security FSA may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security FSA has not been immediately reimbursed on the date that any amount is paid by Financial Security FSA under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, and (iv) any review or investigation made by Financial Security FSA in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.03(a) or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 Section 3.02 (d) from the date due to FSA pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security FSA at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers or the Administrative Agent including, without limitation, any amounts payable by the Borrower pursuant to any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower AmeriCredit agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Notes Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which that Financial Security or its affiliates may reasonably pay or incur, including, but not limited to, attorneys' ’ and accountants' ’ fees and expenses, in connection with (i) in the event of payments under the Notes Policy, any accounts established to facilitate payments under the Notes Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Notes Policy, or other administrative expenses relating to such payments under the Notes Policy, (ii) the administrationprepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and hxxxxx) entered into in connection with, or (following an Event of Default) in anticipation of, funding payments under the Notes Policy, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iiiiv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (ivv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents Documents; costs and (v) expenses shall include the foreclosure againstreasonable fees and expenses charged by Transaction Services Corporation, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion an affiliate of Financial Security, or pursuit of any other remedies under any of spent in connection with the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other dispositionactions described in clause (iii) above; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.3(a) or paid Section 3.2(b), or in connection with any Insurer Optional Deposit by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2Security, 3.4 and 3.7 from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers Company, in its capacity as Servicer, or the Administrative Agent Trustee, including, without limitation, any amounts payable by the Borrower Company, in its capacity as Servicer, or the Trustee pursuant to the Securities, the Swap Agreement or any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation full, without any requirement on the part of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any seek reimbursement of its rights hereunder or under such amounts from any other Transaction Document (whether through negotiations, legal proceedings source of reimbursement or otherwise), indemnity or to allocate such amount to any other transaction that may have benefited from the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement expenditure of such rights. Such amounts are due and payable immediately, without demandamounts.

Reimbursement and Additional Payment Obligation. The Borrower AmeriCredit agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Notes Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which that Financial Security or its affiliates may reasonably pay or incur, including, but not limited to, attorneys' ’ and accountants' ’ fees and expenses, in connection with (i) in the event of payments under the Notes Policy, any accounts established to facilitate payments under the Notes Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Notes Policy, or other administrative expenses relating to such payments under the Notes Policy, (ii) the administrationprepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and xxxxxx) entered into in connection with, or (following an Event of Default) in anticipation of, funding payments under the Notes Policy, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iiiiv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (ivv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents Documents; costs and (v) expenses shall include the foreclosure againstreasonable fees and expenses charged by Transaction Services Corporation, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion an affiliate of Financial Security, or pursuit of any other remedies under any of spent in connection with the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other dispositionactions described in clause (iii) above; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.3(a) or paid Section 3.2(b), or in connection with any Insurer Optional Deposit by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2Security, 3.4 and 3.7 from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers Company, in its capacity as Servicer, or the Administrative Agent Trustee, including, without limitation, any amounts payable by the Borrower Company, in its capacity as Servicer, or the Trustee pursuant to the Securities or any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation full, without any requirement on the part of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any seek reimbursement of its rights hereunder or under such amounts from any other Transaction Document (whether through negotiations, legal proceedings source of reimbursement or otherwise), indemnity or to allocate such amount to any other transaction that may have benefited from the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement expenditure of such rights. Such amounts are due and payable immediately, without demandamounts.

Reimbursement and Additional Payment Obligation. The Borrower Company agrees to pay to Financial Security FSA the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security FSA under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security FSA may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security FSA has not been immediately reimbursed on the date that any amount is paid by Financial Security FSA under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Related Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any participant in the Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Related Documents, any party to any of the Transaction Related Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Related Document whether or not executed or completed, and (iv) any review or investigation made by Financial Security FSA in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Related Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.03 or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 Section 3.02 (d) from the date due to FSA pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security FSA at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers or the Administrative Agent including, without limitation, any amounts payable by the Borrower pursuant to any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower AmeriCredit agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Notes Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which that Financial Security or its affiliates may reasonably pay or incur, including, but not limited to, attorneys' ’ and accountants' ’ fees and expenses, in connection with (i) in the event of payments under the Notes Policy, any accounts established to facilitate payments under the Notes Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Notes Policy, or other administrative expenses relating to such payments under the Notes Policy, (ii) the administrationprepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and xxxxxx) entered into in connection with, or (following an Event of Default) in anticipation of, funding payments under the Notes Policy, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iiiiv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (ivv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents Documents; costs and (v) expenses shall include the foreclosure againstreasonable fees and expenses charged by Transaction Services Corporation, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion an affiliate of Financial Security, or pursuit of any other remedies under any of spent in connection with the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other dispositionactions described in clause (iii) above; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.3(a) or paid Section 3.2(b), or in connection with any Insurer Optional Deposit by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2Security, 3.4 and 3.7 from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers Company, in its capacity as Servicer, or the Administrative Agent Trustee, including, without limitation, any amounts payable by the Borrower Company, in its capacity as Servicer, or the Trustee pursuant to the Securities, the Swap Agreement or any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation full, without any requirement on the part of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any seek reimbursement of its rights hereunder or under such amounts from any other Transaction Document (whether through negotiations, legal proceedings source of reimbursement or otherwise), indemnity or to allocate such amount to any other transaction that may have benefited from the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement expenditure of such rights. Such amounts are due and payable immediately, without demandamounts.

Reimbursement and Additional Payment Obligation. The Borrower agrees Notwithstanding anything to pay the contrary in the Transaction Documents, pursuant to Financial Security Section 8.04 of the Pooling and Servicing Agreement, the following amounts as and when incurredshall be payable to FSA: (a) a sum equal to the total of all amounts paid by Financial Security FSA under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security FSA may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security FSA has not been immediately reimbursed on the date that any amount is paid by Financial Security FSA under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (iv) any review or investigation made by Financial Security FSA in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.03 or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 from the date due until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers or the Administrative Agent including, without limitation, any amounts payable by the Borrower pursuant to any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.Section

Reimbursement and Additional Payment Obligation. The Borrower AmeriCredit agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which that Financial Security or its affiliates may reasonably pay or incur, including, but not limited to, attorneys' ’ and accountants' ’ fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administrationprepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and xxxxxx) entered into in connection with, or (following an Event of Default) in anticipation of, funding payments under the Policy, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iiiiv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (ivv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents Documents; costs and (v) expenses shall include the foreclosure againstreasonable fees and expenses charged by Transaction Services Corporation, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion an affiliate of Financial Security, or pursuit of any other remedies under any of spent in connection with the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other dispositionactions described in clause (iii) above; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.3(a) or paid Section 3.2(b), or in connection with any Optional Deposit by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2Security, 3.4 and 3.7 from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers Company, in its capacity as Servicer, or the Administrative Agent Trustee, including, without limitation, any amounts payable by the Borrower Company, in its capacity as Servicer, or the Trustee pursuant to the Securities or any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation full, without any requirement on the part of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any seek reimbursement of its rights hereunder or under such amounts from any other Transaction Document (whether through negotiations, legal proceedings source of reimbursement or otherwise), indemnity or to allocate such amount to any other transaction that may have benefited from the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement expenditure of such rights. Such amounts are due and payable immediately, without demandamounts.

Reimbursement and Additional Payment Obligation. The Borrower OFL agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (iv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.03(a) or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 (b) or Section 3.02(e) from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers OFL, in its capacity as Servicer, or the Administrative Agent Trustee, including, without limitation, any amounts payable by OFL, in its capacity as Servicer, or the Borrower Trustee pursuant to the Securities or any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower AFL agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (iv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.03(a) or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 (b) or Section 3.02(e) from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers AFL, in its capacity as Servicer, or the Administrative Agent Trustee, including, without limitation, any amounts payable by AFL, in its capacity as Servicer, or the Borrower Trustee pursuant to the Securities or any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower agrees Sponsor and the Company agree to pay to Financial Security FGIC the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security FGIC under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which Financial Security FGIC may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security FGIC has not been immediately reimbursed on the date that any amount is paid by Financial Security FGIC under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administration, enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, (iv) any review or investigation made by Financial Security FGIC in those circumstances where its approval or consent is sought under any of the Transaction Documents and (v) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion of Financial Security, or pursuit of any other remedies under any of the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (c) interest on any and all amounts described in this Section 3.3 from the date payable or paid by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2, 3.4 and 3.7 3.03 (a) from the date due to FGIC pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security FGIC at the Late Payment Rate per annum; and (d) any payments made by Financial Security FGIC on behalf of, or advanced to, the Borrower or to the Purchasers Sponsor or the Administrative Agent Company, including, without limitation, any amounts payable by the Borrower Sponsor or the Company pursuant to the Securities or any other Transaction Documents; and any payments made by Financial Security FGIC as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, FGIC to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any of its rights hereunder or under any other Transaction Document (whether through negotiations, legal proceedings or otherwise), the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement of such rights. Such amounts are due and payable immediately, without demand.

Reimbursement and Additional Payment Obligation. The Borrower AmeriCredit agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which that Financial Security or its affiliates may reasonably pay or incur, including, but not limited to, attorneys' ’ and accountants' ’ fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administrationprepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and hxxxxx) entered into in connection with, or (following an Event of Default) in anticipation of, funding payments under the Policy, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iiiiv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (ivv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents Documents; costs and (v) expenses shall include the foreclosure againstreasonable fees and expenses charged by Transaction Services Corporation, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion an affiliate of Financial Security, or pursuit of any other remedies under any of spent in connection with the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other dispositionactions described in clause (iii) above; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.3(a) or paid Section 3.2(b), or in connection with any Optional Deposit by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2Security, 3.4 and 3.7 from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers Company, in its capacity as Servicer, or the Administrative Agent Trustee, including, without limitation, any amounts payable by the Borrower Company, in its capacity as Servicer, or the Trustee pursuant to the Securities or any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation full, without any requirement on the part of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any seek reimbursement of its rights hereunder or under such amounts from any other Transaction Document (whether through negotiations, legal proceedings source of reimbursement or otherwise), indemnity or to allocate such amount to any other transaction that may have benefited from the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement expenditure of such rights. Such amounts are due and payable immediately, without demandamounts.

Reimbursement and Additional Payment Obligation. The Borrower AmeriCredit agrees to pay to Financial Security the following amounts as and when incurred: (a) a sum equal to the total of all amounts paid by Financial Security under the Policy; (b) any and all out-of-pocket charges, fees, costs and expenses which that Financial Security or its affiliates may reasonably pay or incur, including, but not limited to, attorneys' and accountants' fees and expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy, to the extent Financial Security has not been immediately reimbursed on the date that any amount is paid by Financial Security under the Policy, or other administrative expenses relating to such payments under the Policy, (ii) the administrationprepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and xxxxxx) entered into in connection with, or (following an Event of Default) in anticipation of, funding payments under the Policy, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any Affiliate affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iiiiv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (ivv) any review or investigation made by Financial Security in those circumstances where its approval or consent is sought under any of the Transaction Documents Documents; costs and (v) expenses shall include the foreclosure againstreasonable fees and expenses charged by Transaction Services Corporation, sale or other disposition of any collateral securing any obligations under any of the Transaction Documents or otherwise in the discretion an affiliate of Financial Security, or pursuit of any other remedies under any of spent in connection with the Transaction Documents, to the extent such costs and expenses are not recovered from such foreclosure, sale or other dispositionactions described in clause (iii) above; (c) interest on any and all amounts described in this Section 3.3 from the date payable 3.3(a) or paid Section 3.2(b), or in connection with any Insurer Optional Deposit by Financial Security until payment thereof in full and interest on any and all amounts described in Sections 3.2Security, 3.4 and 3.7 from the date due to Financial Security pursuant to the provisions hereof until payment thereof in full, in each case, payable to Financial Security at the Late Payment Rate per annum; and (d) any payments made by Financial Security on behalf of, or advanced to, the Borrower or to the Purchasers Company, in its capacity as Servicer, or the Administrative Agent Trustee, including, without limitation, any amounts payable by the Borrower Company, in its capacity as Servicer, or the Trustee pursuant to the Securities or any other Transaction Documents; and any payments made by Financial Security as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Financial Security, Security to third parties in connection with the Transaction. All such amounts are to be immediately due and payable without demand. In addition to, and not in limitation full, without any requirement on the part of the foregoing, the Borrower and the Performance Guarantor each agrees that in the event that Financial Security seeks to enforce any seek reimbursement of its rights hereunder or under such amounts from any other Transaction Document (whether through negotiations, legal proceedings source of reimbursement or otherwise), indemnity or to allocate such amount to any other transaction that may have benefited from the Borrower or the Performance Guarantor, as the case may be, against whom enforcement is sought, shall immediately remit to Financial Security all reasonable out-of-pocket costs, expenses and disbursements, including attorney's fees and expenses and other costs and expenses incurred by Financial Security in connection with the enforcement expenditure of such rights. Such amounts are due and payable immediately, without demandamounts.