Common use of Protection of Collateral Clause in Contracts

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Default, but shall not be required to, pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advances. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate Advances, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, including all rent payable by any Borrower Credit Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federalprovince, territory, federal (United States or Canada), or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Credit Parties. If the Borrower Credit Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, Administrative Agent or any of them, the Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Loan for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender GroupAdministrative Agent or the Lenders, as applicablethe case may be, promptly therefor with interest accruing thereon daily at the Default Rate provided interest rate set forth in this Agreement for Base Rate AdvancesSection 6.1(d). All sums so paid or incurred by the Lender Group Administrative Agent or the Lenders, as the case may be, for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lender GroupAdministrative Agent or the Lenders, or any of themas the case may be, may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had consummated hereunder until paid by the Borrower Borrowers to the Lender GroupAdministrative Agent or the Lenders, as applicablethe case may be, with interest at the Default Rate for Base Rate Advancesinterest rate set forth in Section 6.1(d), shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunderLender Group. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Credit Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders’ actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Credit Parties’ sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and and, any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, necessary legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender. Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. If any U.S. Loan Party fails to comply with the provisions of any Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent may, but shall not be required to, effect such compliance on behalf of such U.S. Loan Party, and the U.S. Loan Parties shall reimburse the Collateral Agent for the reasonable, documented, out-of-pocket costs thereof on demand. All reasonable, documented, out-of-pocket insurance expenses and all reasonable, documented, out-of-pocket expenses of protecting, storing, warehousing, insuringappraising, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, or local authority Governmental Authority on any of the Collateral Collateral, or in respect of periodic appraisals and inspections of the Collateral, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower U.S. Loan Parties. If the Borrower Parties fail any U.S. Loan Party fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Collateral Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate Person. The Borrower agrees U.S. Loan Parties’ account therefor, and the U.S. Loan Parties agree to reimburse the Lender Group, as applicable, promptly Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Lender Group Collateral Agent for any of the foregoing and any and all reasonable other sums for which any U.S. Loan Party may become liable hereunder and all reasonable, documented, out-of-pocket costs and expenses (including attorneys’ feesthe reasonable fees and the documented, out-of-pocket charges and disbursements of external counsel, legal expenses, expenses and reasonable out-of-pocket court costs) which incurred by the Lender Group, Collateral Agent or any of them, may incur Secured Party in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate AdvancesAgreement, shall be considered Obligations owing by the Borrower to the Lenders additional obligations hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower agrees to reimburse Agent promptly for any amounts not charged to the Lender Group, as applicable, promptly therefor Loan Account with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesRate. All sums so paid or incurred by the Lender Group Agent for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Agent may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto Loan Document or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Grouphereunto, as applicable, together with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be hereunder secured by all Collateral and by Collateral. Neither Agent nor any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in Agent's or responsibility with respect theretoany Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Credit Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Credit Parties. If the Borrower Credit Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Credit Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders’ actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Credit Parties’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties Borrowers in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders' actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ ' sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Credit Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federalFederal, or local local, or other authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Credit Parties. If the Borrower Credit Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal attorneys’ expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Credit Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in the Lenders’ (or responsibility with respect theretoany of their agents’ or bailees’) actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Credit Parties’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrowers. If the any Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the any Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in the Administrative Agent's or responsibility with respect theretothe Lenders' actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrowers' sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Default, but shall not be required to, pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesRate. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance Except as permitted under the Credit Agreements, the Debtor shall protect, preserve, renew and maintain, in each case in a manner consistent with reasonably responsible business and legal practices, all rights of the Debtor in the Collateral, including (i) prosecuting such suits, proceedings or other actions for infringement, unfair competition, dilution or other damage as the Debtor in its reasonable business judgment deems appropriate under the circumstances or (ii) appearing in and defending any action or proceeding that may materially adversely affect the Debtor's title to or the Collateral Agent's security interest in all or any material part of the Collateral, when such action is in the Debtor's reasonable business judgment necessary to protect the Debtor's Collateral. Any expenses and expenses of incurred by the Debtor in protecting, storingpreserving, warehousing, insuring, handling, renewing and maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesDebtor. If To the Borrower Parties fail to promptly pay any portion thereof when duemaximum extent permitted by Laws, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence continuance of an Event of Default, but the Collateral Agent shall not be required tohave the right, pay without taking title to any Collateral, to bring suit to enforce any or all Collateral or its Security Interest in any or all of the same directly to Collateral, in which event the appropriate Person. The Borrower agrees to reimburse the Lender GroupDebtor shall, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Collateral Agent in this Agreement for Base Rate Advancesaid of such enforcement. All sums so paid or incurred reasonable costs, reasonable expenses and other moneys reasonably advanced by the Lender Group for any of Collateral Agent in connection with the foregoing and all reasonable costs and expenses (including attorneys’ feesshall, legal expenseswhether or not there are then outstanding any amounts under the Credit Agreements, and court costs) which be treated as Obligations, but the Lender Group, or making of any of them, may incur in enforcing or protecting the Lien on or rights and interest in advances by the Collateral or any of their rights or remedies under this Agent or any other agreement between Secured Party shall not relieve the parties hereto or in respect Debtor of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate Advances, shall be considered Obligations owing by the Borrower to the Lenders default hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Credit Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federalFederal, or local local, or other authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Credit Parties. If the Borrower Credit Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal attorneys’ expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Credit Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in the Lenders’ (or responsibility with respect theretoany of their agents’ or bailees’) actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Credit Parties’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, including all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Each Borrower agrees to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders’ actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and reasonable expenses of protecting, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral (includingany Collateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use or other taxes imposed by any federal, state, federal, or local authority on any of the Collateral Collateral, or in respect of the sale thereof, or otherwise in respect of the Subsidiary Borrowers’ business operations shall be borne and paid by the Borrower PartiesBorrowers. If the any Borrower Parties fail fails to promptly pay any portion thereof promptly when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, mayLender, at its option during the existence of an Event of Defaultoption, may, but shall not be required to, pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advancessame. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which shall be repayable to the Lender Groupon demand. Beyond reasonable care in the custody thereof, the Lender shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of them, may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this against prior parties or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate Advances, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Grouprights pertaining thereto. The Lender Group shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. Unless otherwise provided by Law, the Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person Person whomsoever. Material Recovery Event . Within ten (10) days after the occurrence of any Material Recovery Event, but the same Borrowers’ Representative will furnish to the Lender written notice thereof. If any Material Recovery Event results in Net Proceeds, the Lender is authorized at its discretion to collect such net Proceeds and, if received by any Borrower, such Borrower will pay over or cause to be paid over such Remittance of Net Proceeds to the Lender, in each case if Lender so elects, for the application to the prepayment of Obligations; provided, however, if: (i) no Default or Event of Default has occurred which is continuing and (ii) the Borrowers’ Representative notifies the Lender in writing (the “Material Recovery Notice”) that the affected Borrower intends to rebuild or restore the affected property or acquire replacement assets useful in such Borrower’s business, that such rebuilding or restoration can be accomplished within six (6) months out of such Remittance of Net Proceeds and other funds available to such Borrower and Borrowers shall have deposited such additional funds with Lender, then prepayment of the Notes in an amount equal to the Material Recovery Deferred Amount shall not be required and any such Net Proceeds collected by the Lender shall be paid over to the Borrowers’ Representative or as otherwise directed by the Borrowers’ Representative until the Material Recovery Payment Date for application of the cost of rebuilding or restoration in accordance with customary disbursement procedures. Any amounts not so applied on the Material Recovery Prepayment Date to the costs of rebuilding or restoration shall, at Lender’s election, either be applied to the Borrower Parties’ sole riskprepayment of the Obligations, or remitted to the Borrowers.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their is rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender. Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when duedue and Borrower is not contesting such amounts in good faith, after giving effect to by appropriate proceedings, and has not established adequate reserves for the payment of any applicable grace periodssuch contested amounts, the Lender Group, or any of them, may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advancesplus 1.50%. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto Loan Document or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Grouphereunto, as applicable, together with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be hereunder secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Collateral. Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in the Lenders’ actual possession and specifically disclaims any liability loss or responsibility with respect theretodamage resulting from such Person’s gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. If the Borrower fails to comply with the provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the material value of any Collateral or the validity, perfection, rank or material value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Bank may, but shall not be required to, effect such compliance on behalf of the Borrower, and the Borrower shall reimburse the Bank for the costs hereof on demand. All commercially customary insurance expenses and all commercially customary expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral to the extent the same may be reasonably requested by the Bank from time to time, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Bank may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate Person. The Borrower's account therefor, and the Borrower agrees to reimburse the Lender Group, as applicable, promptly Bank therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Lender Group Bank for any of the foregoing and any and all reasonable other sums for which the Borrower may become liable hereunder and all costs and expenses (including reasonable attorneys’ ' fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender Group, or any of them, may incur Bank in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder Agreement, shall, together with interest thereon until paid by at the Borrower rate applicable to the Lender GroupLoans plus 2%, as applicable, with interest at the Default Rate for Base Rate Advances, shall be considered additional Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party Borrowers to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrowers. If the Borrower Parties Borrowers fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during their option, after notice to the existence of an Event of DefaultBorrowers, but shall not be required to, make a Base Rate Revolving Loan for such purpose and pay the same directly to the appropriate Person; provided that Borrowers shall not be deemed to have made any representations under Section 3.2(a) in connection therewith. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate Interest rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ fees, reasonable legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesInterest rate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties Borrowers in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Collateral Agent, the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders’ actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower PartiesBorrowers’ sole risk.

Protection of Collateral. All insurance expenses and ------------------------ expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any the Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, LGE may, at its option during the existence of an Event of Defaultoption, but shall not be required to, make an Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, LGE promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group LGE for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, LGE may incur in enforcing or protecting the Lien on or its rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, LGE with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders LGE hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLGE. The Lender Group LGE shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in LGE's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person Person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. (a) All original Financed Notes Receivable and other documents and items referenced in Section 5.1(b) hereof shall, except as otherwise expressly provided herein to the contrary, be delivered, at Borrower's expense, to Lender at its address set forth in Section 12 hereof and held by Lender until all of the Indebtedness has been fully paid and all other obligations, both financial and otherwise, of Borrower hereunder and pursuant to the other Loan Documents have been fully satisfied. Alternatively, Lender, in its sole discretion, may elect for Custodian to accept delivery and maintain possession, custody, and control of all such documents and other items, on behalf of, and for the sole benefit of, Lender. Except to the extent expressly included in Custodian's fee as set forth in the Custodial Agreement, all insurance expenses and other expenses of protectingprotecting the Collateral, including but not limited to the costs of storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located)Collateral, and any and all excise, property, intangible, sales, and use taxes imposed by any state, federal, or local authority Governmental Authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Default, but shall not be required to, pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advances. All sums so paid or incurred by the Lender Group for any of the foregoing Borrower. (b) Any and all reasonable amounts for which Borrower may become liable hereunder and all costs and expenses (including reasonable attorneys’ fees, legal expenses, ' fees and court costs) which the that Lender Group, or any of them, may incur incurs in enforcing or protecting the Lien on or rights its lien and security interest in and to all or any portion of the Collateral or any of their its rights or remedies under this Agreement or any other agreement between the parties hereto Loan Document or in respect of to any of the transactions to be had consummated hereunder or thereunder, until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower added to the Lenders hereunder. Such Obligations shall Indebtedness and, as such, be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in Collateral. (c) Provided that Lender or coming into the hands Custodian retains all original Financed Notes Receivable and original or inuring to the benefit copies of the related Purchase Documents delivered to it in secure, fire-resistant filing cabinets, Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral Collateral, or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or , for any diminution in the value thereof, or for any act or default of omission by any warehouseman, carrier, forwarding agency, Lockbox Agent, Custodian, or any other person whomsoeverPerson whatsoever, but the same shall be at the Borrower Parties’ sole riskexcluding damages or losses that occur as a direct result of Lender's gross negligence or willful misconduct.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Credit Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federalFederal, or local local, or other authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Credit Parties. If the Borrower Credit Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees, legal attorneys’ expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by 108 NAI-1536628076v4 any and all other collateral, security, assets, reserves, or funds of the Borrower Credit Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in the Lenders’ (or responsibility with respect theretoany of their agents’ or bailees’) actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Credit Parties’ sole risk.

Protection of Collateral. REIMBURSEMENT. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral (includingany Collateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use or other taxes imposed by any state, federal, federal or local authority on any of the Collateral Collateral, or in respect of the sale thereof, or otherwise in respect of either Borrower's business operations which, if unpaid, could result in the imposition of any Lien upon the Collateral, shall be borne and paid by the Borrower PartiesBorrowers. If the any Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, except as may otherwise be permitted hereunder or under any of themthe other Credit Documents, Lender may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advancessame. All sums so paid or incurred by the Lender Group for any of the foregoing and any and all reasonable other sums for which any Borrower may become liable hereunder and all costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder shall be repayable on demand and, until paid by the such Borrower to the Lender Group, as applicable, with interest thereon at the Default Rate for Base Rate AdvancesContract Rate, shall be considered additional Obligations owing hereunder secured by the Borrower to the Lenders hereunderCollateral. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, except gross negligence or wilful misconduct on the part of Lender while the Collateral is in the possession of or under the control of Lender, or for any act or default of any warehouseman, carrier, forwarding agency, or other person Person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. If the Borrower fails to comply with the provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Bank may, but shall not be required to, effect such compliance on behalf of the Borrower, and the Borrower shall reimburse the Bank for the costs hereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral to the extent the same may be requested by the Bank from time to time, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Bank may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate Person. The Borrower's account therefor, and the Borrower agrees to reimburse the Lender Group, as applicable, promptly Bank therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Lender Group Bank for any of the foregoing and any and all reasonable other sums for which the Borrower may become liable hereunder and all costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender Group, or any of them, may incur Bank in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder Agreement, shall, together with interest thereon until paid by at the Borrower rate applicable to the Lender GroupLoans plus 2%, as applicable, with interest at the Default Rate for Base Rate Advances, shall be considered additional Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrowers. If the Borrower Parties Borrowers fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Each Borrower agrees to reimburse Agent promptly for any amounts not charged to the Lender Group, as applicable, promptly therefor Loan Account with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesRate. All sums so paid or incurred by the Lender Group Agent for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Agent may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto Loan Document or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Grouphereunto, as applicable, together with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be hereunder secured by all Collateral and by Collateral. Neither Agent nor any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in Agent's or responsibility with respect theretoany Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrowers' sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to the appropriate Personand charge Borrower's Loan Account therefor. The Borrower agrees to reimburse the Lender Group, as applicable, Agent promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Agent for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which the Lender Group, or any of them, Agent may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, Agent with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders Agent hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupAgent and Lenders. The Lender Group Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Agent's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by the Borrower or any Subsidiary of the Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties or any Subsidiary of the Borrower in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders’ actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower PartiesBorrower’s and its Subsidiaries’ sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne bome and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when duedue or is not actively contesting such taxes in good faith and by appropriate proceedings and has not established adequate reserves, after giving effect to any applicable grace periodswhich are properly reflected on the Consolidated Financial Statements, the Lender Group, or any of them, Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower agrees to reimburse the Lender Group, as applicable, Agent promptly therefor with interest accruing thereon daily at the Default Applicable Annual Rate provided in this Agreement for Base Rate AdvancesLoans. All sums so paid or incurred by the Lender Group Agent for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Agent may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto Loan Document or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Grouphereunto, as applicable, together with interest at the Default Rate for applicable to Base Rate AdvancesLoans, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be hereunder secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupCollateral. The Lender Group Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Agent's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrowers. If the any Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral (other than the Tranche A Collateral) and by any and all other collateral, security, assets, reserves, or funds of the any Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (Lenders and specifically disclaims any liability or responsibility such Obligations incurred with respect thereto) or for any diminution in to the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same Tranche A Collateral shall be at secured by the Borrower Parties’ sole risk.Tranche A Collateral. Neither the Administrative Agent nor the Lenders shall be

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when duedue or is not actively contesting such taxes in good faith and by appropriate proceedings and has not established adequate reserves, after giving effect to any applicable grace periodswhich are properly reflected on the Consolidated Financial Statements, the Lender Group, or any of them, may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Applicable Annual Rate provided in this Agreement for Base Rate AdvancesLoans. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto Loan Document or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Grouphereunto, as applicable, together with interest at the Default Rate for applicable to Base Rate AdvancesLoans, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be hereunder secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Collateral. Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrowers. If the Borrower Parties Borrowers fail to promptly pay any portion thereof when duedue (except if being contested as permitted by Section 9.1(A) hereof), after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Each Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate as provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, with interest at the Default Rate for Base Rate Advancesinterest, shall be considered Obligations owing by the Borrower Borrowers to the Lenders Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties Borrowers in or coming into the hands or inuring to the benefit of the Lender. Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrowers' sole risk.

Protection of Collateral. If any Assignor fails to comply with ------------------------ the provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent may, but shall not be required to, effect such compliance on behalf of such Assignor, and such Assignor shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral to the extent the same may be requested by the Collateral Agent from time to time, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower PartiesAssignors. If the Borrower Parties fail any Assignor fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Collateral Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to the appropriate Person. The Borrower and charge such Assignor's account therefor, and such Assignor agrees to reimburse the Lender Group, as applicable, promptly Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Lender Group Collateral Agent for any of the foregoing and any and all reasonable other sums for which the Assignors may become liable hereunder and all costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender Group, or any of them, may incur Collateral Agent in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their its rights or remedies under this Agreement, shall, together with interest thereon for each day from the date when paid or any other agreement between incurred by the parties hereto or in respect of any of the transactions to be had hereunder Collateral Agent until paid by the Borrower Assignors at the rate per annum equal to the Lender Group, as applicable, with interest at sum of 2% plus the Default LIBOR Market Index Rate for Base Rate Advancessuch day, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole riskadditional Obligations.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingcovered by Section 4.1 above, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the such Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when duedue or within any period when payment may be made without penalty and the failure to pay such taxes gives rise to a Lien which is not a Permitted Lien, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the highest Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the its Lien on or rights and interest in the such Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the highest Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders Lender hereunder. Such Obligations shall be secured by all of such Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender. Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the such Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretosuch Collateral is in Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrowers. If the Borrower Parties Borrowers fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Bank may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to the appropriate Personand charge Borrower therefor. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Bank promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Bank for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Bank may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder hereunder, until paid by the Borrower Borrowers to the Lender Group, as applicable, Bank with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders Bank hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties Borrowers in or coming into the hands or inuring to the benefit of the Lender GroupBank. The Lender Group Bank shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Bank's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person Person whomsoever, but the same shall be at the Borrower Parties’ Borrowers' sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Credit Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Credit Parties. If the Borrower Credit Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor thereforrepay such Base Rate Advance with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Credit Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders’ actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Credit Parties’ sole risk.

Protection of Collateral. If any Assignor fails to comply with the ------------------------ provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent may, but shall not be required to, effect such compliance on behalf of such Assignor, and such Assignor shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral to the extent the same may be requested by the Collateral Agent from time to time, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower PartiesAssignors. If the Borrower Parties fail any Assignor fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Collateral Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to the appropriate Person. The Borrower and charge such Assignor's account therefor, and such Assignor agrees to reimburse the Lender Group, as applicable, promptly Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Lender Group Collateral Agent for any of the foregoing and any and all reasonable other sums for which the Assignors may become liable hereunder and all costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender Group, or any of them, may incur Collateral Agent in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their its rights or remedies under this Agreement, shall, together with interest thereon for each day from the date when paid or any other agreement between incurred by the parties hereto or in respect of any of the transactions to be had hereunder Collateral Agent until paid by the Borrower Assignors at the rate per annum equal to the Lender Group, as applicable, with interest at sum of 2% plus the Default LIBOR Market Index Rate for Base Rate Advancessuch day, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole riskadditional Obligations.

Protection of Collateral. If any U.S. Credit Party fails to comply with the provisions of any Finance Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the U.S. Collateral Agent may, but shall not be required to, effect such compliance on behalf of such U.S. Credit Party, and the U.S. Credit Parties shall reimburse the U.S. Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, insuringappraising, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral (as permitted by the Credit Agreement), or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower U.S. Credit Parties. If the Borrower Parties fail any U.S. Credit Party fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, U.S. Collateral Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate Person. The Borrower agrees U.S. Credit Parties' account therefor, and the U.S. Credit Parties agree to reimburse the Lender Group, as applicable, promptly U.S. Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Lender Group U.S. Collateral Agent for any of the foregoing and any and all reasonable other sums for which any U.S. Credit Party may become liable hereunder and all costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender Group, U.S. Collateral Agent or any of them, may incur Finance Party in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder Agreement, shall, together with interest thereon until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for rate applicable to U.S. Revolving Base Rate AdvancesLoans plus 2%, shall be considered additional Finance Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and ------------------------ expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any the Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders' actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrowers. If the Borrower Parties Borrowers fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Loan for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties Borrowers in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders’ actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower PartiesBorrowers’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrowers. If the any Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral (other than the Tranche A Collateral) and by any and all other collateral, security, assets, reserves, or funds of the any Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders and such Obligations incurred with respect to the Tranche A Collateral shall be secured by the Tranche A Collateral. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in the Administrative Agent's or responsibility with respect theretothe Lenders' actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrowers' sole risk.

Protection of Collateral. If any Grantor fails to comply with the provisions of the Loan Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or put at risk, the Collateral Agent if requested by the Administrative Agent (acting at the direction of the Required Lenders) may, but shall not be required to, effect such compliance on behalf of the Grantors, and the Borrower shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, insuringappraising, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral to the extent the same may be requested by the Administrative Agent (acting at the direction of the Required Lenders) in accordance with the Loan Agreement from time to time, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower Partiesin accordance with the Loan Agreement from time to time. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Collateral Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate Person. The Borrower’s account therefore, and the Borrower agrees to reimburse the Lender Group, as applicable, promptly Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Lender Group Collateral Agent, if any, for any of the foregoing and any and all reasonable other sums for which any Grantor may become liable hereunder and all costs and expenses (including attorneys’ fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender Group, Collateral Agent or any of them, may incur other Secured Party in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder Agreement, shall, together with interest thereon until paid by the Borrower at a rate per annum equal to the Lender Group, as applicable, with interest at Corporate Base Rate plus the Default Rate for Base Rate AdvancesMargin, shall be considered additional Secured Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party Borrowers to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrowers. If the Borrower Parties Borrowers fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during their option, after notice to the existence of an Event of DefaultBorrowers, but shall not be required to, make a Base Rate Revolving Loan for such purpose and pay the same directly to the appropriate Person; provided that Borrowers shall not be deemed to have made any representations under Section 3.2(a) in connection therewith. The Borrower agrees Borrowers agree to reimburse -71- the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate Interest rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, reasonable legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesInterest rate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties Borrowers in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Collateral Agent, the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders' actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrowers' sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any the Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders' actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.

Protection of Collateral. If any Loan Party fails to comply with the provisions of any Note Document, such that the value of any material portion of Collateral or the validity, perfection, rank or value of any Security Interest is thereby materially diminished or potentially materially diminished, after notice to such Loan Party (unless in the reasonable judgment of the Collateral Agent, the giving of such notice would be impractical) the Collateral Agent may, but shall not be required to, effect such compliance on behalf of such Loan Party, and the Loan Parties shall reimburse the Collateral Agent for the costs thereof within 30 days of receipt of a reasonably detailed written invoice therefor. All insurance expenses and all expenses of protecting, storing, warehousing, insuringappraising, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any or in respect of the Collateral may be located)sale or other disposition thereof, and including any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral Collateral, or in respect of periodic appraisals and inspections of the sale thereofCollateral, shall be borne and paid by the Borrower Loan Parties. If the Borrower Parties fail any Loan Party fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Collateral Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, after notice to such Loan Party (unless in the reasonable judgment of the Collateral Agent, the giving of such notice would be impractical) pay the same directly to and charge the appropriate Person. The Borrower agrees Loan Parties' account therefor, and the Loan Parties agree to reimburse the Lender Group, as applicable, promptly Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Lender Group Collateral Agent for any of the foregoing and any and all reasonable other sums for which any Loan Party may become liable hereunder and all costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender Group, Collateral Agent or any of them, may incur Finance Party in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their rights or remedies under this or any other agreement between Agreement, shall, together with interest thereon from demand and until paid at the parties hereto or rate applicable to interest at the highest rate applicable under the Note Documents in respect of any of the transactions to overdue obligations, be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate Advances, shall be considered additional Note Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any the Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in the Lenders' actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.. ARTICLE 4Section .13

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, pay the same directly to the appropriate PersonPerson and such amounts shall be borne and paid on demand by the Borrower Parties. The Borrower agrees to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in the Lenders’ actual possession and specifically disclaims any liability loss or responsibility with respect theretodamage resulting from such Person’s gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole risk.

Protection of Collateral. All As provided in the Security Documents, all insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party Grantor to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Partiesand the other Grantors, as applicable. If the Borrower Parties or other Grantors, as applicable, fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Default, but shall not be required to, pay the same directly to the appropriate Person. The Borrower agrees to shall reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto hereto, including, without limitation, the Security Documents, or in respect of any of the transactions to be had hereunder or thereunder until paid by the Borrower to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower to the Lenders and Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties Entities in or coming into the hands or inuring to the benefit of the Lender GroupLender. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Partiesapplicable Grantors’ sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrowers. If the Borrower Parties Borrowers fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Agent may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Agent promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Agent for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, Agent may incur in enforcing or protecting the its Lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Agent with interest at a rate per annum equal to three percent (3%) above the Default Rate for Base Rate AdvancesPrime Rate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders Agent hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties Borrowers in or coming into the hands or inuring to the benefit of the Lender GroupAgent or any Lender. The Lender Group Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability or responsibility with respect theretoCollateral is in Agent's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrowers' sole risk.

Protection of Collateral. All insurance expenses and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Credit Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federalFederal, or local local, or other authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Credit Parties. If the Borrower Credit Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, Lenders may, at its option during the existence of an Event of Defaulttheir option, but shall not be required to, make a Base Rate Loan for such purpose and pay the same directly to the appropriate Person. The Borrower agrees Borrowers agree to reimburse the Lender Group, as applicable, Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate AdvancesAgreement. All sums so paid or incurred by the Lender Group Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal attorneys’ expenses, and court costs) which the Lender Group, or any of them, Lenders may incur in enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower Borrowers to the Lender Group, as applicable, Lenders with interest at the Default Rate for Base Rate AdvancesRate, shall be considered Obligations owing by the Borrower Borrowers to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Credit Parties in or coming into the hands or inuring to the benefit of the Lender GroupLenders. The Lender Group Neither the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in the Lenders’ (or responsibility with respect theretoany of their agents’ or bailees’) actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Credit Parties’ sole risk.

Protection of Collateral. If any Assignor fails to comply with the ------------------------ provisions of the Credit Agreement, this Security Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent, if requested by the Required Lenders, may, but shall not be required to, effect such compliance on behalf of such Assignor, and such Assignor shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, ,' storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral to the extent the same may be requested by the Collateral Agent from time to time, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower PartiesAssignors. If the Borrower Parties fail any Assignor fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periodsthe Collateral Agent, the Lender Group, Administrative Agent or any of them, Lender may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to the appropriate Person. The Borrower and charge such Assignor's account therefor, and such Assignor agrees to reimburse the Collateral Agent, the Administrative Agent or any such Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Collateral Agent, the Administrative Agent or any Lender Group for any of the foregoing and any and all reasonable other sums for which the Assignors may become liable hereunder and all costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender GroupCollateral Agent, the Administrative Agent or any of them, may incur such Lender in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their its rights or remedies under this Security Agreement, shall, together with interest thereon for each day from the date when paid or any other agreement between incurred by the parties hereto or in respect of any of the transactions to be had hereunder Collateral Agent until paid by the Borrower to the Lender Group, as applicable, with interest Assignors at the Default Rate for rate then applicable to Base Rate Advances, Loans under the Credit Agreement and shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole riskadditional Obligations.

Protection of Collateral. All insurance expenses Upon not less than fifteen days' prior written notice to the Borrower (provided that if an Event of Default is continuing the Lender need not give any notice), the Lender shall have the right at any time to make any payments and expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping do any other acts the Lender may deem necessary to protect its security interests in the Collateral (if such payments or other acts have not been made or done by the Borrower within such fifteen-day period, including, without limitation, all rent payable by the rights to satisfy, purchase, contest, or compromise any Borrower Party encumbrance, charge, or lien (other than Permitted Liens) which, in the reasonable judgment of the Lender, appears to be prior to or superior to the security interests granted hereunder (except in the case of purchase money security interests in equipment), and appear in, and defend any landlord of any premises where action or proceeding purporting to affect its security interests in, or the value of, any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by the Borrower Parties. If the Borrower Parties fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Default, but shall not be required to, pay the same directly to the appropriate PersonCollateral. The Borrower hereby agrees to reimburse the Lender Groupfor all payments made and reasonable expenses incurred under this Security Agreement including reasonable fees, as applicableexpenses, promptly therefor with interest accruing thereon daily at and disbursements of attorneys and paralegals (including the Default Rate provided in this Agreement allocated costs of in-house counsel) acting for Base Rate Advances. All sums so paid or incurred by the Lender Group for Lender, including any of the foregoing and all reasonable costs and expenses (including attorneys’ feespayments under, legal expensesor acts taken to protect its security interests in, any of the Collateral, which amounts shall be secured under this Security Agreement, and court costs) which agrees it shall be bound by any payment made or act taken by the Lender Group, hereunder absent the Lender's gross negligence or willful misconduct. The Lender shall have no obligation to make any of them, may incur in enforcing the foregoing payments or protecting perform any of the Lien foregoing acts. The powers conferred on or rights and the Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession, the accounting for money actually received by it hereunder and the obligations of the Lender under Section 9.7(b) hereof, the Lender shall have no duty as to any Collateral or as to the taking of any of their necessary steps to preserve rights or remedies under this against prior parties or any other agreement between the parties hereto or in respect of rights pertaining to any of the transactions to be had hereunder until paid by the Borrower to the Lender Group, as applicable, with interest at the Default Rate for Base Rate Advances, shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole riskCollateral.

Protection of Collateral. If any Assignor fails to comply with the provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent, if requested by the Required Lenders, may, but shall not be required to, effect such compliance on behalf of such Assignor, and such Assignor shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral to the extent the same may be requested by the Collateral Agent from time to time, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower PartiesAssignors. If the Borrower Parties fail any Assignor fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periodsthe Collateral Agent, the Lender Group, Administrative Agent or any of them, Lender may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to the appropriate Person. The Borrower and charge such Assignor's account therefor, and such Assignor agrees to reimburse the Collateral Agent, the Administrative Agent or any such Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advanceson demand. All sums so paid or incurred by the Collateral Agent, the Administrative Agent or any Lender Group for any of the foregoing and any and all reasonable other sums for which the Assignors may become liable hereunder and all costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which reasonably incurred by the Lender GroupCollateral Agent, the Administrative Agent or any of them, may incur such Lender in enforcing or protecting the Lien on or rights and interest in the Collateral Security Interests or any of their its rights or remedies under this Agreement, shall, together with interest thereon for each day from the date when paid or any other agreement between incurred by the parties hereto or in respect of any of the transactions to be had hereunder Collateral Agent until paid by the Borrower to the Lender Group, as applicable, with interest Assignors at the Default Rate for rate then applicable to Base Rate Advances, Loans under the Credit Agreement and shall be considered Obligations owing by the Borrower to the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender Group. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims any liability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ sole riskadditional Obligations.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (includingCollateral, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any state, federal, or local governmental authority on any of the Collateral or in respect of the sale thereof, thereof shall be borne and paid by the Borrower PartiesBorrower. If the Borrower Parties fail fails to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender Group, or any of them, may, at its option during the existence of an Event of Defaultoption, but shall not be required to, pay the same directly to and charge the appropriate Person. The Borrower agrees to reimburse the Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement for Base Rate Advancestherefor. All sums so paid or incurred by the Lender Group for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lender Group, or any of them, may incur in enforcing or protecting the Lien its lien on or rights and interest in the Collateral or any of their its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to the Lender Groupremedies, as applicable, together with interest at the Default Interest Rate for Base Rate Advancesplus 3.0% (or if such rate of interest is deemed usurious under applicable law, the maximum rate of interest allowed by law) shall be considered Obligations owing by a Reimbursable Expense of the Borrower to the Lenders hereunder. Such Obligations shall be Lender and as such secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of the Borrower Parties in or coming into the hands or inuring to the benefit of the Lender GroupCollateral. The Lender Group shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (and specifically disclaims except for reasonable care in the custody thereof while any liability Collateral is in the Lender's (or responsibility with respect theretoits agents' or representatives') actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the Borrower Parties’ Borrower's sole risk.