Common use of Costs and Expenses; Collection Costs Clause in Contracts

Costs and Expenses; Collection Costs. (a) The Borrowers agree to pay on demand (i) all reasonable non-legal costs and expenses of any member of the Agent Group in connection with the preparation, execution and delivery of this Agreement and the Documents; (ii) the reasonable fees and expenses of counsels for any member of the Agent Group in connection with this transaction; and (iii) all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), of any member of the Agent Group in connection with any waiver, modification, supplement or amendment hereto, or the enforcement of this Agreement. The Borrowers further agree to pay on the Initial Funding Date and thereafter on demand (a) all reasonable costs and expenses incurred by the Agent and the Lenders or their agents in connection with periodic audits of the Receivables, (b) all reasonable costs and expenses incurred by the Program Manager to accommodate any significant coding or data system changes made by the Borrower Representative or the Borrowers that would affect the transmission or interpretation of data received through the interface, (c) all reasonable costs and expenses incurred by the Agent and the Lenders for additional time and material expenses of the Program Manager resulting from a lack of either cooperation or responsiveness of the Borrower Representative or the Borrowers to agreed-upon protocol and schedules with the Program Manager; provided, that the Borrower Representative has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems, and (d) all successor and substitute servicing costs.

Costs and Expenses; Collection Costs. (a) The Borrowers agree Borrower agrees to pay on demand (i) all reasonable non-legal costs and expenses of any member of the Agent Group in connection with the preparation, execution and delivery of this Agreement and the DocumentsAgreement; (ii) the reasonable fees and out-of-pocket expenses of counsels for any member of the Agent Group Program Manager, the Collateral Agent, the Syndication Agent, the Lead Arranger, the Initial Lenders and their respective Affiliates in connection with this transactiontransaction (including the allocated fees and expenses of internal counsel); and (iii) all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expensesexpenses (including the allocated fees and expenses of internal counsel)), of any member of the Agent Group Program Manager, the Collateral Agent, the Syndication Agent, the Lead Arranger, the Initial Lenders and their respective Affiliates in connection with any waiver, modification, supplement or amendment hereto, or the enforcement of this Agreement. The Borrowers Borrower further agree agrees to pay on the Initial Funding Date (and thereafter on with respect to costs and expenses incurred following the Initial Funding Date, within seven days of demand therefor) (a) all reasonable costs and expenses incurred by the Agent and the Lenders Program Manager or their agents its agent in connection with up to four periodic audits of the Receivables during any calendar year; provided, however, that during the continuance of an Event of Default, the Borrower shall pay all reasonable costs and expenses incurred by the Program Manager or its agent in connection with all audits of the Receivables, (b) all reasonable costs and expenses incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes made by the Borrower Representative or the Borrowers that would affect the transmission or interpretation of data received through the interface, and (c) all reasonable costs and expenses incurred by the Agent and the Lenders Lender for additional time and material expenses of the Program Manager Master Servicer resulting from a lack of either cooperation or responsiveness of the Borrower Representative or the Borrowers to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrower Representative has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems, and (d) all successor and substitute servicing costs.

Costs and Expenses; Collection Costs. (a) The Borrowers agree Borrower agrees to pay on demand (i) all reasonable non-legal costs and expenses of any member of the Agent Group in connection with the preparation, execution and delivery of this Agreement and the DocumentsAgreement; (ii) the reasonable fees and out-of-pocket expenses of counsels for any member of the Agent Group Lender and its Affiliates in connection with this transaction; and (iii) all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), of any member of the Agent Group Lender and its Affiliates in connection with any waiver, modification, supplement or amendment hereto, or the enforcement of this Agreement. The Borrowers Borrower further agree to agrees pay on the Initial Funding Date (and thereafter on with respect to costs and expenses incurred following the Initial Funding Date, within seven days of demand therefor) (a) all reasonable costs and expenses incurred by the Agent and the Lenders Lender or their agents its agent in connection with periodic audits of the ReceivablesReceivables which audits, other than after an Event of Default, shall occur no more frequently than annually, (b) all reasonable costs and expenses incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes made by the Borrower Representative or the Borrowers that would affect the transmission or interpretation of data received through the interface, and (c) all reasonable costs and expenses incurred by the Agent and the Lenders Lender for additional time (calculated at a rate of $100 per hour) and material expenses of the Program Manager Master Servicer resulting from a lack of either cooperation or responsiveness of the Borrower Representative or the Borrowers Borrrower to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrower Representative has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems, and (d) all successor and substitute servicing costs.

Costs and Expenses; Collection Costs. (a) The Borrowers agree Borrower agrees to pay on demand (i) all reasonable non-legal costs and expenses of any member of the Agent Lender Group in connection with the due diligence review, preparation, execution and delivery of this Agreement and the Program Documents; (ii) the reasonable fees and expenses of counsels for any member of the Agent Lender Group in connection with this transaction; and (iii) all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), of any member of the Agent Lender Group in connection with any waiver, modification, supplement or amendment hereto, or the enforcement of this Agreement. The Borrowers Borrower further agree agrees to pay on the Initial Funding Date and thereafter on demand therefor (a) all reasonable costs and expenses incurred by the Agent and the Lenders or their agents its agent in connection with periodic audits audits, inspections, field examinations and verifications of the ReceivablesReceivables and the Borrower’s and the Guarantors’ operations and the preparation of reports thereof, (b) all reasonable costs and expenses incurred by the Program Manager to accommodate any significant coding or data system changes made by the Borrower Representative or the Borrowers any Guarantor that would affect the transmission or interpretation of data received through the interface, and (c) all reasonable costs and expenses incurred by the Agent and the Lenders for additional time and material expenses of the Program Manager resulting from a lack of either cooperation or responsiveness of the Borrower Representative or the Borrowers Guarantors to agreed-upon protocol and schedules with the Program Manager; provided, that the Borrower Representative has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems, and (d) all successor and substitute servicing costs.

Costs and Expenses; Collection Costs. (a) The Borrowers agree Borrower agrees to pay on demand (i) all reasonable non-legal costs and expenses of any member of the Agent Group in connection with the preparation, execution and delivery of this Agreement and the DocumentsAgreement; (ii) the reasonable fees and out-of-pocket expenses of counsels for any member of the Agent Group Lender and its Affiliates in connection with this transaction; and (iii) within seven days of receiving Written Notice thereof, all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), of any member of the Agent Group Lender and its Affiliates in connection with any waiver, modification, supplement or amendment hereto, or the enforcement of this Agreement. The Borrowers Borrower further agree agrees to pay on the Initial Funding Date (and thereafter on with respect to costs and expenses incurred following the Initial Funding Date, within seven days of demand therefor) (a) all reasonable costs and expenses incurred by the Agent and the Lenders Lender or their agents its agent in connection with periodic audits of the ReceivablesReceivables (the Lender estimates that the cost of each such periodic audit as of the date hereof would be approximately $10,000), (b) all reasonable costs and expenses incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes made by the Borrower Representative or the Borrowers that would affect the transmission or interpretation of data received through the interface, and (c) all reasonable costs and expenses incurred by the Agent and the Lenders Lender for additional time and material expenses of the Program Manager Master Servicer resulting from a lack of either cooperation or responsiveness of the Borrower Representative or the Borrowers to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrower Representative has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems, and (d) all successor and substitute servicing costs.

Costs and Expenses; Collection Costs. (a) The Borrowers agree to pay on demand (i) all reasonable out-of-pocket non-legal costs and expenses of any member of the Agent Lender Group in connection with the preparation, execution and delivery of this Agreement and the Documents; (ii) the reasonable fees and out-of-pocket expenses of counsels for any member of the Agent Lender Group in connection with this transaction; and (iii) all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), of any member of the Agent Lender Group in connection with any waiver, modification, supplement or amendment hereto, or the enforcement of this Agreement. The Borrowers further agree to pay on the Initial Funding Date and thereafter on demand (a) all reasonable costs and out-of-pocket expenses incurred by the Agent and the Lenders Lender or their agents its agent in connection with periodic audits of the Receivables, provided that, in the absence of any Event of Default, the Lender shall be limited to two such audits during any calendar year, (b) all reasonable costs and expenses incurred by the Program Manager to accommodate any significant coding or data system changes made by the Borrower Representative or the Borrowers that would affect the transmission or interpretation of data received through the interface, and (c) all reasonable costs and expenses incurred by the Agent and the Lenders Lender for additional time and material expenses of the Program Manager resulting from a lack of either cooperation or responsiveness of the Borrower Representative or any of the Borrowers to agreed-upon protocol and schedules with the Program Manager; provided, that the Borrower Authorized Representative has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems, and (d) all successor and substitute servicing costs.

Costs and Expenses; Collection Costs. (a) The Borrowers agree to pay on demand (i) all reasonable non-legal costs and expenses of any member of the Agent Group in connection with the preparation, execution and delivery of this Agreement and the DocumentsAgreement; (ii) the reasonable fees and out-of-pocket expenses of counsels for any member of the Agent Group Lenders and their Affiliates in connection with this transactiontransaction (provided, that the Borrowers shall be responsible to pay only $40,000 with respect to the legal fees and expenses incurred by the Lenders until the Initial Funding Date in the preparation of this Agreement, prior drafts of proposed and unexecuted amendments and post-closing documentation related thereto, including the negotiation of modifications to the Subordination Agreement); and (iii) all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), of any member of the Agent Group Lenders and their Affiliates in connection with any waiver, modification, supplement or amendment hereto, or the enforcement of this Agreement. The Borrowers further agree agrees to pay on the Initial Funding Date (and thereafter on with respect to costs and expenses incurred following the Initial Funding Date, within seven days of demand therefor) (a) all reasonable costs and expenses incurred by the Agent and the Lenders or their agents its designees in connection with periodic audits of the Receivables, (b) all reasonable costs and expenses (not to exceed $3,000 in any fiscal year of the Borrowers) incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes made by the Borrower Representative or the Borrowers that would affect the transmission or interpretation of data received through the interface, and (c) all reasonable costs and expenses incurred by the Agent and the Lenders for additional time and material expenses of the Program Manager Master Servicer resulting from a lack of either commercially reasonably cooperation or responsiveness of the Borrower Representative or the Borrowers to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrower Representative has been informed received Written Notice of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems, and (d) all successor and substitute servicing costs.

Costs and Expenses; Collection Costs. (a) The Borrowers agree Borrower agrees to pay on demand (i) all reasonable non-legal costs and expenses of any member of the Agent Group in connection with the preparation, execution and delivery of this Agreement and the DocumentsAgreement; (ii) the reasonable fees and out-of-pocket expenses of counsels for any member of the Agent Group Lender and its Affiliates in connection with this transaction; and (iii) all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), of any member of the Agent Group Lender and its Affiliates in connection with any waiver, modification, supplement or amendment hereto, or the enforcement of this Agreement. The Borrowers Borrower further agree agrees to pay on the Initial Funding Date (and thereafter on with respect to costs and expenses incurred following the Initial Funding Date, within seven days of demand therefor) (a) all reasonable costs and expenses incurred by the Agent and the Lenders Lender or their agents its agent in connection with periodic audits of the Receivables, (b) all reasonable costs and expenses (not to exceed $3,000 in any fiscal year of the Borrower) incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes made by the Borrower Representative or the Borrowers that would affect the transmission or interpretation of data received through the interface, and (c) all reasonable costs and expenses incurred by the Agent and the Lenders Lender for additional time and material expenses of the Program Manager Master Servicer resulting from a lack of either commercially reasonably cooperation or responsiveness of the Borrower Representative or the Borrowers to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrower Representative has been informed received Written Notice of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems, and (d) all successor and substitute servicing costs.