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

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree to pay (i) on the Initial Funding Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender and its Affiliates and all costs and expenses, if any (including reasonable counsel fees and expenses), of the Lender and its Affiliates in connection with the waiver, amendment and enforcement of this Agreement. (b) The Borrowers jointly and severally further agree to pay on the Initial Funding Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing therefor) (i) all reasonable costs and expenses incurred by the Lender or its agent in connection with (x) semi-annual audits of the Receivables, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (ii) all reasonable costs and expenses incurred by the Program Manager to accommodate any significant coding or data system changes necessitated by the Borrowers that would affect the transmission or interpretation of data received through the interface, and (iii) all reasonable costs and expenses incurred by the Lender for additional time and material expenses of the Program Manager resulting from a lack of either cooperation or responsiveness of the Borrowers to agreed-upon protocol and schedules with the Program Manager; provided, that the Borrowers have been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (c) In the event that the Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ fees, which amounts shall be part of the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, charges, costs and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 shall be payable by the Borrowers, on an a joint and several basis, to the Lender on demand (with interest accruing from the eighth day following the date of such demand, and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree Borrower agrees to pay on demand (i) on the Initial Funding Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable non-legal costs and expenses in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, Agreement; (ii) the reasonable fees and out-of-pocket expenses of counsel counsels for the Lender and its Affiliates in connection with this transaction; and (iii) all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), of the Lender and its Affiliates in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally Borrower further agree agrees to pay on the Initial Funding Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing demand therefor) (ix) all reasonable costs and expenses incurred by the Lender or its agent in connection with (x) semi-annual periodic audits of the Receivables, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of which audits, other than after an Event of Default, shall occur no more frequently than annually, and (iiy) all reasonable costs and expenses incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes necessitated made by the Borrowers Borrower that would affect the transmission or interpretation of data received through the interface, and (iii) all reasonable costs and expenses incurred by the Lender for additional time and material expenses of the Program Manager resulting from a lack of either cooperation or responsiveness of the Borrowers to agreed-upon protocol and schedules with the Program Manager; provided, that the Borrowers have been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (cb) In the event that that, after an Event of Default has occurred and is continuing, the Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers Borrower shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ ' fees, which amounts shall be part of the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ attorney's fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 5.05 shall be payable by the Borrowers, on an a joint and several basis, Borrower to the Lender on demand (with interest accruing from the eighth day following the date of such demand, and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services.with

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree Each Borrower agrees to pay on demand (i1) on the Initial Funding Date all reasonable and (ii) with respect to documented non-legal costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses Lender in connection with the preparation, execution execution, delivery, and delivery administration of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, the Loan Documents; (2) all reasonable fees and documented costs and out-of-pocket expenses of counsel for the Lender and its Affiliates and all costs and expenses, if any (including reasonable counsel fees and expenses), of the Lender and its Affiliates in connection with the waiver, amendment and enforcement of this Agreement. (b) The Borrowers jointly and severally further agree to pay on the Initial Funding Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing therefor) (i) all reasonable costs and expenses incurred by the Lender or its agent in connection with (x) semi-annual audits of the Receivables, (y) all audits conducted in connection with any material change in the Receivables waiver, modification, supplement, or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Defaultamendment hereto, (ii3) all reasonable costs and expenses incurred by the Program Manager to accommodate any significant coding or data system changes necessitated by the Borrowers that would affect the transmission or interpretation out of data received through the interface, and (iii) all reasonable costs and expenses incurred by the Lender for additional time and material pocket expenses of the Program Manager resulting from a lack of either cooperation or responsiveness of the Borrowers to agreed-upon protocol and schedules Lender in connection with the Program Manager; provided, that the Borrowers have been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (c) In the event that the Lender shall retain an attorney or attorneys any action to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, Loan Document or Collateral and (4) any and all wire fees for each wire initiated by the Lender Debt, any Receivable to or the Lien on any Collateral or any other security for the Lender Debt or under benefit of any instrument or document delivered pursuant Borrower. (b) Each Borrower further agrees to this Agreementpay on the Closing Date and thereafter on demand (1) subject to and in accordance with Section 8.4 hereof, or in connection with any Lender Debt, the Borrowers shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ fees, which amounts shall be part of incurred by the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, charges, costs and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any periodic audits of the events or actions described in this Section 6.05 shall be payable Collateral (including the Receivables, books and records, accounting, financial and general business matters of each Borrower; (2) all reasonable costs and expenses incurred by the Borrowers, on an a joint Lender to accommodate any significant coding or data system changes made by any Borrower that would affect the transmission or interpretation of data received through the interface; (3) all reasonable costs and several basis, to expenses incurred by the Lender on demand resulting from a lack of either cooperation or responsiveness of any Borrower to agreed-upon protocol and schedules; provided, that such Borrower has been informed of the alleged lack of cooperation or responsiveness and has been provided with a reasonable period of time to correct such problems; and (with interest accruing from the eighth day following the date of such demand, 4) all successor and shall be additional obligations under this Agreement). substitute servicing costs. (c) Without limiting the generality of the foregoing, such the expenses, costs, charges and fees referred to in this Section 12.5 may includeinclude the following: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal servicesfood.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree to pay on demand (i) on the Initial Funding Date and (ii) with respect to all reasonable out-of-pocket non-legal costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by any member of the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses Lender Group in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, the Documents; (ii) the reasonable fees and out-of-pocket expenses of counsel counsels for any member of the Lender Group in connection with this transaction; and its Affiliates and (iii) all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), of any member of the Lender and its Affiliates Group in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally further agree to pay on the Initial Funding Date demand (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing therefor) (ia) all reasonable costs and out-of-pocket expenses incurred by the Lender or its agent in connection with (x) semi-annual periodic audits of the Receivables, (y) all audits conducted in connection with any material change provided that, in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance absence of an any Event of Default, the Lender shall be limited to two such audits during any calendar year, (iib) all reasonable costs and expenses incurred by the Program Manager to accommodate any significant coding or data system changes necessitated made by the Borrowers that would affect the transmission or interpretation of data received through the interface, and (iiic) all reasonable costs and expenses incurred by the Lender for additional time and material expenses of the Program Manager resulting from a lack of either cooperation or responsiveness of any of the Borrowers to agreed-upon protocol and schedules with the Program Manager; provided, that the Borrowers have Authorized Representative has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (cb) In the event that the Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ ' fees, which amounts shall be part of the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ attorney's fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 shall be payable by the Borrowers, on an a joint and several basis, Borrowers to the Lender on demand (with interest accruing from the eighth day two Business Days following the date of such demand, and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: include the following (in each case to the extent reasonable): recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ ' fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree to pay on demand (i) on the Initial Funding Date and (ii) with respect to all reasonable non-legal costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by any member of the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses Agent Group in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, 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 of counsel for the Lender and its Affiliates and all costs and expenses, if any (including reasonable counsel fees and expenses), of any member of the Lender and its Affiliates Agent Group in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally further agree to pay on the Initial Funding Date and thereafter on demand (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing therefor) (ia) all reasonable costs and expenses incurred by the Lender Agent and the Lenders or its agent their agents in connection with (x) semi-annual periodic audits of the Receivables, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (iib) all reasonable costs and expenses incurred by the Program Manager to accommodate any significant coding or data system changes necessitated made by the Borrower Representative or the Borrowers that would affect the transmission or interpretation of data received through the interface, and (iiic) all reasonable costs and expenses incurred by the Lender 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 Borrowers have 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. (cb) In the event that the Agent or any Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers shall jointly and severally pay all of the reasonable out-of-pocket costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ fees, which amounts shall be part of the Lender Debt, and the Lender Agent and the Lenders may take judgment for all such amounts. The attorneys’ attorney’s fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 7.05 shall be payable by the Borrowers, on an a joint and several basis, Borrowers to the Lender Agent and the Lenders on demand (with interest accruing from the eighth day earlier of two Business Days following (i) the date of such demanddemand and (ii) the date any Borrower became aware of the incurrence of such cost), and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may includeinclude the following: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services. (c) So long as no Event of Default has occurred and is continuing, the Borrowers shall not be required by this Section 7.05 to pay the non-legal costs and expenses or the fees and expenses of counsel or other legal costs and expenses of any member of the Agent Group or any Lender to the extent that the Borrowers shall have paid such non-legal costs and expenses or fees or the expenses of counsel or other legal costs and expenses of another member of the Agent Group or another Lender incurred for substantially the same services.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree Borrower agrees to pay on demand (i) on the Initial Funding Date and (ii) with respect to all reasonable non-legal costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by any member of the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses Lender Group in connection with the due diligence review, preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, the Program Documents; (ii) the reasonable fees and expenses of counsels for any member of the Lender Group in connection with this transaction; and (iii) all reasonable costs and out-of-pocket expenses of counsel for the Lender and its Affiliates and all costs and expenses, if any (including reasonable counsel fees and expenses), of any member of the Lender and its Affiliates Group in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally Borrower further agree agrees to pay on the Initial Funding Date and thereafter on demand therefor (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing therefor) (ia) all reasonable costs and expenses incurred by the Lender Agent or its agent in connection with (x) semi-annual audits periodic audits, inspections, field examinations and verifications of the ReceivablesReceivables and the Borrower’s and the Guarantors’ operations and the preparation of reports thereof, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (iib) all reasonable costs and expenses incurred by the Program Manager to accommodate any significant coding or data system changes necessitated made by the Borrowers Borrower or any Guarantor that would affect the transmission or interpretation of data received through the interface, and (iiic) all reasonable costs and expenses incurred by the Lender Agent for additional time and material expenses of the Program Manager resulting from a lack of either cooperation or responsiveness of the Borrowers Borrower or the Guarantors to agreed-upon protocol and schedules with the Program Manager; provided, that the Borrowers have Borrower has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (cb) In the event that the Lender Agent shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests interests, for the benefit of the Lenders, with respect to this Agreement, any other Program Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers Borrower shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ fees, which amounts shall be part of the Lender Debt, and the Lender Agent may take judgment for all such amounts. The attorneys’ attorney’s fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 5.05 shall be payable by the Borrowers, on an a joint and several basis, Borrower to the Lender on demand Agent in the manner set forth in the Order (with interest accruing from the eighth day earlier of two Business Days following (i) the date of such demanddemand and (ii) the date the Borrower became aware of the incurrence of such cost), and shall be additional obligations Lender Debt under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may includeinclude the following: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree Borrower agrees to pay on demand (i) on the Initial Funding Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable non-legal costs and expenses in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, Agreement; (ii) the reasonable fees and out-of-pocket expenses of counsel counsels for the Lender and its Affiliates in connection with this transaction; and (iii) all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), of the Lender and its Affiliates in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally Borrower further agree agrees to pay on the Initial Funding Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing demand therefor) ) (ia) all reasonable costs and expenses incurred by the Lender or its agent in connection with (x) semi-annual periodic audits of the Receivables, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (iib) 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 necessitated made by the Borrowers Borrower that would affect the transmission or interpretation of data received through the interface, and (iiic) all reasonable costs and expenses incurred by the 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 Borrowers Borrower to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrowers have been informed Borrower has received Written Notice of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (cb) In the event that the Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers Borrower shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ ' fees, which amounts shall be part of the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ attorney's fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 5.05 shall be payable by the Borrowers, on an a joint and several basis, Borrower to the Lender on demand (with interest accruing from the eighth day earlier of two Business Days following (i) the date of such demanddemand and (ii) the date the Borrower became aware of the incurrence of such cost), and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ ' fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree Borrower agrees to pay on demand (i) on the Initial Funding Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable non-legal costs and expenses in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, Agreement; (ii) the reasonable fees and out-of-pocket expenses of counsel counsels for the Lender and its Affiliates in connection with this transaction; and (iii) within seven days of receiving Written Notice thereof, all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), of the Lender and its Affiliates in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally Borrower further agree agrees to pay on the Initial Funding Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing demand therefor) ) (ia) all reasonable costs and expenses incurred by the Lender or its agent in connection with (x) semi-annual 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), (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (iib) all reasonable costs and expenses incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes necessitated made by the Borrowers Borrower that would affect the transmission or interpretation of data received through the interface, and (iiic) all reasonable costs and expenses incurred by the Lender for additional time and material expenses of the Program Manager Master Servicer resulting from a lack of either cooperation or responsiveness of the Borrowers Borrower to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrowers have Borrower has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (cb) In the event that the Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers Borrower shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ ' fees, which amounts shall be part of the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ attorney's fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 5.05 shall be payable by the Borrowers, on an a joint and several basis, Borrower to the Lender on demand (with interest accruing from the eighth day earlier of two Business Days following (i) the date of such demanddemand and (ii) the date the Borrower became aware of the incurrence of such cost), and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ ' fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree to pay on demand (i) on the Initial Funding Date all reasonable and (ii) with respect to documented non-legal costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses Agent in connection with the preparation, execution execution, delivery and delivery administration of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, the Loan Documents; (ii) the reasonable and documented fees and expenses of one counsel (with exceptions for conflicts of interest, one local counsel in each relevant jurisdiction, and one counsel with respect to each regulatory specialty) for the Agent and the Lenders, taken as a whole, in connection with this Agreement and the transactions contemplated hereby; (iii) all reasonable and documented costs and out-of-pocket expenses of counsel for the Lender and its Affiliates and all costs and expenses, if any (including reasonable counsel and documented fees and expensesexpenses of one counsel for the Agent and the Lenders, taken as a whole (with exceptions for conflicts of interest, one local counsel in each relevant jurisdiction, and one counsel with respect to each regulatory specialty)), of the Lender Agent and its Affiliates the Lenders in connection with the any waiver, modification, supplement, or amendment hereto, or any action to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to any Loan Document or Collateral and enforcement (iv) any and all wire fees for each wire initiated by Agent or any Lender to or for the benefit of this Agreementthe Borrowers. (b) The Borrowers jointly and severally further agree to pay on the Initial Funding Closing Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing therefor) thereafter on demand (i) all reasonable and documented costs and expenses incurred by the Agent and any Lender or its agent in connection with (x) semi-annual periodic audits of the ReceivablesCollateral (including the books and records, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit accounting, financial and Collection Policy (z) and all audits conducted during the continuance general business matters of an Event of Default, each Loan Party); (ii) all reasonable and documented costs and expenses incurred by the Program Manager Agent to accommodate any significant coding or data system changes necessitated made by the Borrowers that would affect the transmission or interpretation of data received through the interface, and ; (iii) all reasonable and documented costs and expenses incurred by the Lender for additional time and material expenses of the Program Manager Agent resulting from a lack of either cooperation or responsiveness of the Borrowers to agreed-upon protocol and schedules with the Program Managerschedules; provided, that the Borrowers have been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems; and (iv) all successor and substitute servicing costs. (c) In the event that the Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ fees, which amounts shall be part of the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, charges, costs and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 shall be payable by the Borrowers, on an a joint and several basis, to the Lender on demand (with interest accruing from the eighth day following the date of such demand, and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such the expenses, costs, charges and fees referred to in this Section 11.4 may includeinclude the following: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal servicesfood.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree Borrower agrees to pay on demand (i1) on the Initial Funding Date and (ii) with respect to all reasonable non‐legal costs and expenses incurred thereafter, within seven days of invoicing therefor the Agent and after reasonable verification by each Lender in connection with the Borrowers syndication of such costs the Revolving Loan and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses in connection with the preparation, execution execution, delivery, and delivery administration of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, the Loan Documents; (2) the reasonable fees and out-of-pocket expenses of counsel for the Lender Group in connection with this Agreement and its Affiliates and the transactions contemplated hereby; (3) all reasonable costs and out‐of‐pocket expenses, if any (including reasonable counsel fees and expenses), expenses of counsel for the Lender Agent and its Affiliates the Lenders in connection with the any waiver, modification, supplement, or amendment hereto, or any action to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to any Loan Document or Collateral, or in connection with enforcing its rights and enforcement remedies and (4) any and all wire fees for each wire initiated by Agent or any Lender to or for the benefit of this Agreementthe Borrower. (b) The Borrowers jointly and severally Borrower further agree agrees to pay on the Initial Funding Closing Date and thereafter on demand (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing therefor) (i1) all reasonable costs and expenses incurred by the Agent or any Lender or its agent in connection with (x) semi-annual periodic audits of the Collateral (including the Receivables, books and records, accounting, financial and general business matters of the Borrower; (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (ii2) all reasonable costs and expenses incurred by the Program Manager Agent to accommodate any significant coding or data system changes necessitated made by the Borrowers Borrower that would affect the transmission or interpretation of data received through provided by the interface, and Borrower; (iii3) all reasonable costs and expenses incurred by the Lender for additional time and material expenses of the Program Manager Agent resulting from a lack of either cooperation or responsiveness of the Borrowers Borrower to agreed-upon agreed‐upon protocol and schedules with the Program Managerschedules; provided, that the Borrowers have Borrower has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems; and (4) all successor and substitute servicing costs. (c) In the event that the Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ fees, which amounts shall be part of the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, charges, costs and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 shall be payable by the Borrowers, on an a joint and several basis, to the Lender on demand (with interest accruing from the eighth day following the date of such demand, and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such the expenses, costs, charges and fees referred to in this Section 13.6 may includeinclude the following: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal servicesfood.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree to pay on demand (i) on the Initial Funding Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable non-legal costs and expenses in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, Agreement; (ii) the reasonable fees and out-of-pocket expenses of counsel counsels for the Lender Lenders and its their Affiliates in connection with this transaction (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 expenses, if any (including reasonable counsel fees and expenses), of the Lender Lenders and its their Affiliates in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally further agree agrees to pay on the Initial Funding Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing demand therefor) (ia) all reasonable costs and expenses incurred by the Lender or Agent and its agent designees in connection with (x) semi-annual periodic audits of the Receivables, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (iib) 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 necessitated made by the Borrowers that would affect the transmission or interpretation of data received through the interface, and (iiic) all reasonable costs and expenses incurred by the Lender 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 Borrowers to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrowers have been informed Borrower Representative has received Written Notice of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (cb) In the event that the Lender Lenders shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ ' fees, which amounts shall be part of the Lender Debt, and the Lender Lenders may take judgment for all such amounts. The attorneys’ attorney's fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 shall be payable by the Borrowers, on an a joint and several basis, Borrowers to the Lender Lenders on demand (with interest accruing from the eighth day earlier of two Business Days following (i) the date of such demanddemand and (ii) the date any Borrower became aware of the incurrence of such cost), and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ ' fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services. (c) The Program Manager agrees to pay on the Initial Funding Date $175,000 to pay any fees and expenses incurred by a Borrower to a third party financing source in connection with the negotiation of potential financing arrangements that have been superseded by this Agreement.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree Borrower agrees to pay on demand (i) on the Initial Funding Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable non-legal costs and expenses in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, Agreement; (ii) the reasonable fees and out-of-pocket expenses of counsel counsels for the Lender and its Affiliates in connection with this transaction; and (iii) all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), of the Lender and its Affiliates in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally Borrower further agree to agrees pay on the Initial Funding Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing demand therefor) ) (ia) all reasonable costs and expenses incurred by the Lender or its agent in connection with (x) semi-annual periodic audits of the ReceivablesReceivables which audits, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of other than after an Event of Default, shall occur no more frequently than annually, (iib) all reasonable costs and expenses incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes necessitated made by the Borrowers Borrower that would affect the transmission or interpretation of data received through the interface, and (iiic) all reasonable costs and expenses incurred by the 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 Borrowers Borrrower to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrowers have Borrower has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (cb) In the event that the Lender shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Agreement, any other Documents, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers Borrower shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ ' fees, which amounts shall be part of the Lender Debt, and the Lender may take judgment for all such amounts. The attorneys’ attorney's fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 5.05 shall be payable by the Borrowers, on an a joint and several basis, Borrower to the Lender on demand (with interest accruing from the eighth day earlier of two Business Days following (i) the date of such demand, and (ii) the date that the Borrower became aware of the incurrence of such cost), and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ ' fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services.

Costs and Expenses; Collection Costs. (a) The Borrowers Each of the Loan Parties, jointly and severally agree severally, agrees to pay (i) on the Initial Funding Restatement Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers Borrower of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses in connection with the preparation, execution and delivery of this Collateral Management Agreement and the amendment and restatement hereof and any waiver, modification, supplement or amendment hereto, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender and its Affiliates Collateral Manager and all costs and expenses, if any (including reasonable counsel fees and expenses), of the Lender Collateral Manager and its Affiliates in connection with the waiver, supplement, modification, amendment and enforcement of this Collateral Management Agreement. (b) The Borrowers Each of the Loan Parties, jointly and severally severally, further agree to pay on the Initial Funding Restatement Date (and with respect to costs and expenses incurred following the Initial Funding Restatement Date, within seven days of invoicing therefor) (i) all reasonable costs and expenses incurred by the Lender or its agent Collateral Manager in connection with (x) semi-annual audits of the Receivables, collections with respect thereto and Inventory, and the books and records with respect to the foregoing, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (ii) all reasonable costs and expenses incurred by the Program Collateral Manager to accommodate any significant coding or data system changes necessitated by the Borrowers Loan Parties that would affect the transmission or interpretation of data received through the interface, and (iii) all reasonable costs and expenses incurred by the Lender Collateral Manager for additional time and material expenses of the Program Collateral Manager resulting from a lack of either cooperation or responsiveness of the Borrowers any Loan Party to agreed-upon protocol and schedules with the Program Collateral Manager; provided, that the Borrowers have Borrower has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (c) In the event that the Lender Agent or the Collateral Manager shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Collateral Management Agreement, any other Loan Documents, any Lender DebtObligations, any Receivable or the Lien on any Collateral or any other security for the Lender Debt Obligations or under any instrument or document delivered pursuant to this Collateral Management Agreement, or in connection with any Lender DebtObligations, the Borrowers Loan Parties shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ fees, which amounts shall be part of the Lender DebtObligations, and the Lender Agent and the Collateral Manager may take judgment for all such amounts. The attorneys’ fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, charges, costs and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 5.05 shall be payable by the BorrowersLoan Parties, on an a joint and several basis, to the Lender Agent and/or the Collateral Manager, as the case may be, on demand (with interest accruing from the eighth day following the date of such demand, and shall be additional obligations under this Collateral Management Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services; provided that, as between the Agent and the Collateral Manager, the Collateral Manager agrees that it will only take legal action in the enforcement of this Collateral Management Agreement at the direction of the Agent.

Costs and Expenses; Collection Costs. (a) The Borrowers Each of the Loan Parties, jointly and severally agree severally, agrees to pay (i) on the Initial Funding Closing Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers Borrower of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable costs and expenses in connection with the preparation, execution and delivery of this Collateral Management Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender and its Affiliates Collateral Manager and all costs and expenses, if any (including reasonable counsel fees and expenses), of the Lender Collateral Manager and its Affiliates in connection with the waiver, supplement, modification, amendment and enforcement of this Collateral Management Agreement. (b) The Borrowers Each of the Loan Parties, jointly and severally severally, further agree to pay on the Initial Funding Closing Date (and with respect to costs and expenses incurred following the Initial Funding Closing Date, within seven days of invoicing therefor) (i) all reasonable costs and expenses incurred by the Lender or its agent Collateral Manager in connection with (x) semi-annual audits of the Receivables, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted during the continuance of an Event of Default, (ii) all reasonable costs and expenses incurred by the Program Collateral Manager to accommodate any significant coding or data system changes necessitated by the Borrowers Loan Parties that would affect the transmission or interpretation of data received through the interface, and (iii) all reasonable costs and expenses incurred by the Lender Collateral Manager for additional time and material expenses of the Program Collateral Manager resulting from a lack of either cooperation or responsiveness of the Borrowers any Loan Party to agreed-upon protocol and schedules with the Program Collateral Manager; provided, that the Borrowers have Borrower has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (c) In the event that the Lender Agent or the Collateral Manager shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests with respect to this Collateral Management Agreement, any other Documents, any Lender DebtObligations, any Receivable or the Lien on any Collateral or any other security for the Lender Debt Obligations or under any instrument or document delivered pursuant to this Collateral Management Agreement, or in connection with any Lender DebtObligations, the Borrowers Loan Parties shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ fees, which amounts shall be part of the Lender DebtObligations, and the Lender Agent and the Collateral Manager may take judgment for all such amounts. The attorneys’ fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, charges, costs and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 5.05 shall be payable by the BorrowersLoan Parties, on an a joint and several basis, to the Lender Agent and/or the Collateral Manager, as the case may be, on demand (with interest accruing from the eighth day following the date of such demand, and shall be additional obligations under this Collateral Management Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services; provided that, as between the Agent and the Collateral Manager, the Collateral Manager agrees that it will only take legal action in the enforcement of this Collateral Management Agreement at the direction of the Agent.

Costs and Expenses; Collection Costs. (a) The Borrowers jointly and severally agree Borrower agrees to pay on demand (i) on the Initial Funding Date and (ii) with respect to costs and expenses incurred thereafter, within seven days of invoicing therefor and after reasonable verification by the Borrowers of such costs and expenses, which shall in no event exceed such seven-day period, all reasonable non-legal costs and expenses in connection with the preparation, execution and delivery of this Agreement and any waiver, modification, supplement or amendment hereto, including, without limitation, Agreement; (ii) the reasonable fees and out-of-pocket expenses of counsel counsels for the Lender Program Manager, the Collateral Agent, the Syndication Agent, the Lead Arranger, the Initial Lenders and its their respective Affiliates in connection with this transaction (including the allocated fees and expenses of internal counsel); and (iii) all reasonable costs and expenses, if any (including reasonable counsel fees and expensesexpenses (including the allocated fees and expenses of internal counsel)), of the Lender Program Manager, the Collateral Agent, the Syndication Agent, the Lead Arranger, the Initial Lenders and its their respective Affiliates in connection with the any waiver, modification, supplement or amendment and hereto, or the enforcement of this Agreement. (b) . The Borrowers jointly and severally Borrower further agree agrees to pay on the Initial Funding Date (and with respect to costs and expenses incurred following the Initial Funding Date, within seven days of invoicing demand therefor) ) (ia) all reasonable costs and expenses incurred by the Lender Program Manager or its agent in connection with (x) semi-annual up to four periodic audits of the ReceivablesReceivables during any calendar year; provided, (y) all audits conducted in connection with any material change in the Receivables or a change in the Credit and Collection Policy (z) and all audits conducted 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, (iib) all reasonable costs and expenses incurred by the Master Servicer or the Program Manager to accommodate any significant coding or data system changes necessitated made by the Borrowers Borrower that would affect the transmission or interpretation of data received through the interface, and (iiic) all reasonable costs and expenses incurred by the Lender for additional time and material expenses of the Program Manager Master Servicer resulting from a lack of either cooperation or responsiveness of the Borrowers Borrower to agreed-upon protocol and schedules with the Program ManagerMaster Servicer; provided, that the Borrowers have Borrower has been informed of the alleged lack of cooperation or responsiveness and has been provided the opportunity to correct such problems. (ca) In the event that the Lender Program Manager or Collateral Agent shall retain an attorney or attorneys to collect, enforce, protect, maintain, preserve or foreclose its interests interests, for the benefit of the Lenders, with respect to this Agreement, any other DocumentsDocument, any Lender Debt, any Receivable or the Lien on any Collateral or any other security for the Lender Debt or under any instrument or document delivered pursuant to this Agreement, or in connection with any Lender Debt, the Borrowers Borrower shall jointly and severally pay all of the reasonable costs and expenses of such collection, enforcement, protection, maintenance, preservation or foreclosure, including reasonable attorneys’ ' fees, which amounts shall be part of the Lender Debt, and the Lender Program Manager and/or Collateral Agent may take judgment for all such amounts. The attorneys’ attorney's fees arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, chargescosts, costs charges and other fees incurred by such counsel in any way or with respect to or arising out of or in connection with or relating to any of the events or actions described in this Section 6.05 5.05 shall be payable by the Borrowers, on an a joint and several basis, Borrower to the Lender Program Manager or Collateral Agent, as the case may be, on demand (with interest accruing from the eighth day earlier of two Business Days following (i) the date of such demanddemand and (ii) the date the Borrower became aware of the incurrence of such cost), and shall be additional obligations under this Agreement). Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: recording costs, appraisal costs, paralegal fees, costs and expenses; accountants’ ' fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; telecopier charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services.