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, the Lenders may, at their option during the existence of an Event of Default, 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 Parties agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, the Lenders may, at their option during the existence of an Event of Default, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, the Lenders Lender may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower Parties agree agrees to reimburse the Lenders Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, necessary legal expenses, and court costs) which the Lenders Lender 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 Borrowers Borrower to the Lenders Lender with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 LendersLender. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent’s or the Lenders’ 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 Lenders Lender Group, or any of them, may, at their its option during the existence of an Event of Default, 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 Parties agree agrees to reimburse the Lenders Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this AgreementAgreement for Base Rate Advances. All sums so paid or incurred by the Lenders Lender Group for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lenders 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 Borrowers Borrower to the Lenders Lender Group, as applicable, with interest at the Default RateRate for Base Rate Advances, shall be considered Obligations owing by the Borrowers 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 LendersLender Group. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while and specifically disclaims any Collateral is in the Administrative Agent’s liability or the Lenders’ actual possessionresponsibility 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. 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, the Lenders Collateral Agent may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate Person. The Borrower U.S. Loan Parties’ account therefor, and the U.S. Loan Parties agree to reimburse the Lenders promptly Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by the Lenders 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 Lenders may incur Collateral Agent or any 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 Borrowers to the Lenders with interest at the Default RateAgreement, shall be considered Obligations owing by the Borrowers 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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, 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, the Administrative Agent or the Lenders may, at their option during the existence of an Event of Defaultoption, but shall not be required to, make a Base Rate Advance Loan for such purpose and pay the same directly to the appropriate Person. The Borrower Parties Borrowers agree to reimburse the Lenders Administrative Agent or the Lenders, as the case may be, promptly therefor with interest accruing thereon daily at the Default Rate provided interest rate set forth in this AgreementSection 6.1(d). All sums so paid or incurred by the Lenders 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 Lenders Administrative Agent or the Lenders, as 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 Borrowers to the Lenders Administrative Agent or the Lenders, as the case may be, with interest at the Default Rateinterest rate set forth in Section 6.1(d), shall be considered Obligations owing by the 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 LendersLender Group. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s 's or 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 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 Lenders Lender Group, or any of them, may, at their its option during the existence of an Event of Default, 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 Parties agree agrees to reimburse the Lenders Lender Group, as applicable, promptly therefor with interest accruing thereon daily at the Default Rate provided in this AgreementRate. All sums so paid or incurred by the Lenders Lender Group for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ fees, legal expenses, and court costs) which the Lenders 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 Borrowers Borrower to the Lenders Lender Group, as applicable, with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 LendersLender Group. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while and specifically disclaims any Collateral is in the Administrative Agent’s liability or the Lenders’ actual possessionresponsibility 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal attorneys’ expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or the Lenders’ (or any 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 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties agree agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal attorneys’ expenses, and court costs) which the 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 Borrowers Borrower to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or the Lenders’ (or any 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties agree agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, the Lenders Agent may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly and charge the Loan Account therefor. Borrower agrees to reimburse Agent promptly for any amounts not charged to the appropriate Person. The Borrower Parties agree to reimburse the Lenders promptly therefor Loan Account with interest accruing thereon daily at the Default Rate provided in this AgreementRate. All sums so paid or incurred by the Lenders Agent for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lenders 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 Borrowers to the Lenders hereunto, together with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 LendersCollateral. Neither the Administrative Agent nor the Lenders any Lender shall 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 Administrative Agent’s 's or the Lenders’ any 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 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, the Lenders may, at their option during the existence of an Event of Default, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate PersonCollateral. The Borrower Parties agree hereby agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at Lender for all payments made and reasonable expenses incurred under this Security Agreement including reasonable fees, expenses, and disbursements of attorneys and paralegals (including the Default Rate provided in this Agreement. All sums so paid or incurred by allocated costs of in-house counsel) acting for the Lenders 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 Lenders may incur in enforcing Lender hereunder absent the Lender's gross negligence or protecting willful misconduct. The Lender shall have no obligation to make any of the Lien foregoing payments or perform any of the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 riskCollateral.

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, except as may otherwise be permitted hereunder or under any of the Lenders other Credit Documents, Lender may, at their option during the existence of an Event of Defaultits 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 Parties agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreementsame. All sums so paid or incurred by the Lenders Lender 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 Lenders Lender 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 Borrowers such Borrower to the Lenders Lender with interest thereon at the Default Contract Rate, shall be considered additional Obligations owing hereunder secured by the Borrowers to the Lenders hereunderCollateral. Such Obligations Lender 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 Lenders. 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 Administrative Agent’s or the Lenders’ actual possession) 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. 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, the Lenders Lender may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower Parties agree agrees to reimburse the Lenders Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lenders Lender 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 Borrowers Borrower to the Lenders Lender with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 LendersLender. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent’s or the Lenders’ 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 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, the Lenders may, at their option during option, after notice to the existence of an Event of DefaultBorrowers, but shall not be required to, make a Base Rate Advance 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate Interest rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ fees, reasonable legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default RateInterest rate, shall be considered Obligations owing by the 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 Lenders. Neither the Collateral Agent, the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 Borrower Parties Borrowers fail to promptly pay any portion thereof when due, the Lenders may, at their option during the existence of an Event of Defaultoption, but shall not be required to, make a Base Rate Advance Loan for such purpose and pay the same directly to the appropriate Person. The Borrower Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 The Seller shall execute and expenses of protectingfile such financing statements, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitationcause to be executed and filed such continuation statements, all rent payable in such manner and in such places as may be required by any Borrower Party applicable law fully to any landlord of any premises where any preserve, maintain and protect the right, title and interest of the Collateral may Buyer and the interests of the Secured Party and the Lenders in the Receivables, the other Sold Assets and in the proceeds thereof. The Seller shall deliver (or cause to be located)delivered) to the Secured Party file-stamped copies of, or filing receipts for, any document filed as provided above as soon as available following such filing. The Buyer and the Secured Party shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all excisedocuments reasonably required to fulfill the intent of this paragraph. The Seller shall not change its name, propertyidentity, saleslocation of organization, and use taxes imposed by status as a "registered organization" or corporate structure in any state, federal, manner that makes any financing statement or local authority on any continuation statement filed in accordance with paragraph (a) seriously misleading within the applicable provisions of the Collateral UCC, unless (i) it shall have given the Secured Party at least thirty (30) days' prior written notice thereof and (ii) shall have promptly filed appropriate amendments to all previously filed financing statements 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, the Lenders may, at their option during the existence of an Event of Default, but shall not continuation statements as may be required to, make a Base Rate Advance for such purpose to preserve and pay protect the same directly to Buyer's and the appropriate Person. The Borrower Parties agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lenders may incur in enforcing or protecting the Lien on or rights and Secured Party's security interest in the Collateral Sold Assets. The Seller shall pay all filing fees or any of their rights or remedies under this or any other agreement between the parties hereto or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 6.2(b). If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicles or the related receivables or contracts to any prospective purchaser, Secured Party or other transferee, the Seller shall give to such prospective purchaser, Secured Party or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or other Sold Assets, shall indicate clearly that such Receivable and the other Sold Assets has been sold and is owned by the Buyer and has been pledged to the Secured Party. The Seller shall permit the Secured Party, each Hedge Counterparty and their respective agents at any time upon two (2) Business Days prior written notice (provided that if an Excess Spread Deficiency, a Swap Spread Deficiency, a Pending Event of Default or an Event of Default shall have occurred and then be continuing, no such notice shall be required) during normal business hours to inspect, audit and make copies of and abstracts from the Seller's records regarding any Receivable and the other Sold Assets. The Seller shall only bear the expenses incident to the exercise by the Secured Party, any Hedge Counterparty or their respective agents of their rights under this Section once per calendar year for each such entity (unless the Secured Party and Hedge Counterparty are Affiliates) unless an Excess Spread Deficiency, a Swap Spread Deficiency, a Pending Event of Default or an Event of Default shall have occurred and then be continuing in which case all such expenses for any number of inspections, audits or copies shall be borne by the Seller. Upon request, the Seller shall furnish to a Lender, the Secured Party and/or any requesting Hedge Counterparty, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) and the other Sold Assets then held as assets of the transactions to be had hereunder until paid by the Borrowers Buyer, together with a reconciliation of such list to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers Schedules of Receivables attached 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 riskSeller Assignments furnished before such request.

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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 LendersLenders and such Obligations incurred with respect to the Tranche A Collateral shall be secured by the Tranche A Collateral. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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.be

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, the Lenders may, at their option during the existence of an Event of Defaultoption, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate PersonPerson and such amounts shall be borne and paid on demand by the Borrower Parties. The Borrower Parties agree agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers Borrower to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or the Lenders’ actual possessionpossession and loss or damage 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 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, which are properly reflected on the Lenders Consolidated Financial Statements, Agent may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower Parties agree agrees to reimburse the Lenders Agent promptly therefor with interest accruing thereon daily at the Default Applicable Annual Rate provided in this Agreementfor Base Rate Loans. All sums so paid or incurred by the Lenders Agent for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lenders 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 Borrowers to the Lenders hereunto, together with interest at the Default RateRate applicable to Base Rate Loans, shall be considered Obligations owing by the Borrowers 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 LendersCollateral. 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 Administrative Agent’s or the Lenders’ '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 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties agree agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the 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 Borrowers Borrower to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, the Lenders may, at their option during the existence of an Event of Defaultoption, but shall not be required to, make a Base Rate Advance Loan for such purpose and pay the same directly to the appropriate Person. The Borrower Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal attorneys’ expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or the Lenders’ (or any 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 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, the Lenders Lender may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower Parties agree agrees to reimburse the Lenders Lender promptly therefor with interest accruing thereon daily at the highest Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lenders Lender 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 Borrowers Borrower to the Lenders Lender with interest at the highest Default Rate, shall be considered Obligations owing by the Borrowers 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 LendersLender. Neither the Administrative Agent nor the Lenders Lender 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 (except for reasonable care in the custody thereof while any such Collateral is in the Administrative Agent’s or the Lenders’ 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 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, the Lenders LGE may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate an Advance for such purpose and pay the same directly to the appropriate Person. The Borrower Parties agree agrees to reimburse the Lenders LGE promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders LGE for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lenders 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 Borrowers Borrower to the Lenders LGE with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 LendersLGE. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent’s or the Lenders’ 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. 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, the Lenders Lender may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate Person. The Borrower Parties agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreementtherefor. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lenders Lender 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 Borrowers to the Lenders remedies, together with interest at the Default RateInterest Rate plus 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 Borrowers 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 LendersCollateral. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent’s Lender's (or the Lenders’ its 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.

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, the Lenders may, at their option during option, after notice to the existence of an Event of DefaultBorrowers, but shall not be required to, make a Base Rate Advance 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 Parties Borrowers agree to reimburse -71- the Lenders promptly therefor with interest accruing thereon daily at the Default Rate Interest rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, reasonable legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default RateInterest rate, shall be considered Obligations owing by the 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 Lenders. Neither the Collateral Agent, the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, the Lenders Bank may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Personand charge Borrower therefor. The Borrower Parties Borrowers agree to reimburse the Lenders Bank promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders Bank for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the Lenders 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 Borrowers to the Lenders Bank with interest at the Default Rate, shall be considered Obligations owing by the 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 LendersBank. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent’s or the Lenders’ 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. 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, the Lenders U.S. Collateral Agent may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate Person. The Borrower U.S. Credit Parties' account therefor, and the U.S. Credit Parties agree to reimburse the Lenders promptly U.S. Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by the Lenders 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 Lenders may incur U.S. Collateral Agent or any 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 Borrowers to the Lenders with interest at the Default Raterate applicable to U.S. Revolving Base Rate Loans plus 2%, shall be considered additional Finance Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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, the Lenders mayLender, at their option during the existence of an Event of Defaultits option, may, 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 Parties agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreementsame. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all shall be repayable to the Lender on demand. Beyond reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lenders may incur in enforcing or protecting the Lien on or rights and interest 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 their rights or remedies under this against prior parties or any other agreement between rights pertaining thereto. The Lender shall be deemed to have exercised reasonable care in the parties hereto or in respect of any custody of the transactions Collateral in its possession if the Collateral is accorded treatment substantially equal to be had hereunder until paid that which it accords its own property. Unless otherwise provided by Law, the Borrowers to the Lenders with interest at the Default Rate, Lender shall be considered Obligations owing by the 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 Lenders. 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 Administrative Agent’s or 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 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 The Lender shall have the right at any time to make any payments and expenses of protectingdo any other acts the Lender deems necessary to protect its security interests in the Collateral, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by the rights to satisfy, purchase, contest, or compromise any Borrower Party Lien (other than Permitted Liens) which, in the judgment of the Lender, appears to be prior to or superior to the security interests granted hereunder, 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, the Lenders may, at their option during the existence of an Event of Default, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate PersonCollateral. The Borrower Parties agree hereby agrees to reimburse the Lenders promptly therefor Lender for all payments made and expenses reasonably incurred in accordance with interest accruing thereon daily at the Default Rate provided in terms of this Agreement. All sums so paid or incurred by Agreement including fees, expenses, and disbursements of attorneys and paralegals (including the Lenders allocated costs of in-house counsel) acting for the 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 Agreement, and court costsagrees that it shall be bound by any payment reasonably made or act reasonably taken by the Lender hereunder absent the Lender's gross negligence or willful misconduct. The Lender shall have no obligation to make any of the foregoing payments or perform any of the foregoing acts. The powers conferred on the Lender hereunder are (i) which the Lenders may incur in enforcing or protecting the Lien on or rights and solely to protect its interest in the Collateral, (ii) do not extend beyond such interest and (iii) 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 11.8(b), 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 riskCollateral.

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, the Lenders Agent may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower Parties Borrowers agree to reimburse the Lenders Agent promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders Agent for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lenders 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 Borrowers to the Lenders Agent with interest at a rate per annum equal to three percent (3%) above the Default Prime Rate, shall be considered Obligations owing by the 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 LendersAgent or any Lender. 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 Administrative Agent’s or the Lenders’ '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 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, the Lenders Collateral Agent, the Administrative Agent or any Lender may, at their option during the existence of an Event of Defaultits 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 Parties agree and charge such Assignor's account therefor, and such Assignor agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at Collateral Agent, the Default Rate provided in this AgreementAdministrative Agent or any such Lender on demand. All sums so paid or incurred by the Lenders Collateral Agent, the Administrative Agent or any Lender 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 Lenders may incur Collateral Agent, the Administrative Agent or any 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 Borrowers to the Lenders with interest Assignors at the Default Rate, rate then applicable to Base Rate Loans under the Credit Agreement and shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 riskadditional Obligations.

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 Lenders Lender may, at their its option during the existence of an Event of Default, 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 Parties agree to shall reimburse the Lenders Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the Lenders Lender 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 Borrowers Borrower to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 LendersLender. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while and specifically disclaims any Collateral is in the Administrative Agent’s liability or the Lenders’ actual possessionresponsibility 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 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties agree agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the 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 Borrowers Borrower to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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. 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, the Lenders Collateral Agent may, at their option during the existence of an Event of Defaultits 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 Parties agree and charge such Assignor's account therefor, and such Assignor agrees to reimburse the Lenders promptly Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by the Lenders 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 Lenders 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 Borrowers Assignors at the rate per annum equal to the Lenders with interest at sum of 2% plus the Default RateLIBOR Market Index Rate for such day, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 riskadditional Obligations.

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, the Lenders Collateral Agent, the Administrative Agent or any Lender may, at their option during the existence of an Event of Defaultits 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 Parties agree and charge such Assignor's account therefor, and such Assignor agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at Collateral Agent, the Default Rate provided in this AgreementAdministrative Agent or any such Lender on demand. All sums so paid or incurred by the Lenders Collateral Agent, the Administrative Agent or any Lender 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 Lenders may incur Collateral Agent, the Administrative Agent or any 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 Borrowers to the Lenders with interest Assignors at the Default Rate, rate then applicable to Base Rate Loans under the Credit Agreement and shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 riskadditional Obligations.

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, the Lenders Bank may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate Person. The Borrower's account therefor, and the Borrower Parties agree agrees to reimburse the Lenders promptly Bank therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by the Lenders 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 Lenders 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 Borrowers rate applicable to the Lenders with interest at the Default RateLoans plus 2%, shall be considered additional Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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), the Lenders Lender may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate PersonLoan Account therefor. The Each Borrower Parties agree agrees to reimburse the Lenders Lender promptly therefor with interest accruing thereon daily at the Default Rate as provided in this Agreement. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which the Lenders Lender 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 Borrowers to the Lenders Lender with interest at the Default Rateinterest, shall be considered Obligations owing by the 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 LendersLender. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent’s or the Lenders’ 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, the Lenders Agent may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to the appropriate Personand charge Borrower's Loan Account therefor. The Borrower Parties agree agrees to reimburse the Lenders Agent promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders Agent for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, expenses and court costs) which the Lenders 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 Borrowers Borrower to the Lenders Agent with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 Agent and Lenders. 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 Administrative Agent’s or the Lenders’ '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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties agree agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers Borrower to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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. 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, the Lenders Collateral Agent may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate Person. The Borrower’s account therefore, and the Borrower Parties agree agrees to reimburse the Lenders promptly Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by the Lenders 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 Lenders may incur Collateral Agent or any 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 Borrowers at a rate per annum equal to the Lenders with interest at Corporate Base Rate plus the Default RateMargin, shall be considered additional Secured Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, by appropriate proceedings, and has not established adequate reserves for the Lenders payment of any such contested amounts, Lender may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower Parties agree agrees to reimburse the Lenders Lender promptly therefor with interest accruing thereon daily at the Default Base Rate provided in this Agreementplus 1.50%. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lenders Lender 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 Borrowers to the Lenders hereunto, together with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 LendersCollateral. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent’s or the Lenders’ 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, 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the 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 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or the Lenders’ (or any 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 LendersLenders and such Obligations incurred with respect to the Tranche A Collateral shall be secured by the Tranche A Collateral. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s 's or 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 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties agree agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers Borrower to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or the Lenders’ actual possessionpossession and loss or damage 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 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties agree agrees to reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including attorneys’ ' fees, legal expenses, and court costs) which the 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 Borrowers Borrower to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrowers 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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 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, which are properly reflected on the Lenders Consolidated Financial Statements, Lender may, at their option during the existence of an Event of Defaultits option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same directly to and charge the appropriate PersonLoan Account therefor. The Borrower Parties agree agrees to reimburse the Lenders Lender promptly therefor with interest accruing thereon daily at the Default Applicable Annual Rate provided in this Agreementfor Base Rate Loans. All sums so paid or incurred by the Lenders Lender for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ ' fees, legal expenses, and court costs) which the Lenders Lender 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 Borrowers to the Lenders hereunto, together with interest at the Default RateRate applicable to Base Rate Loans, shall be considered Obligations owing by the Borrowers 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 LendersCollateral. Neither the Administrative Agent nor the Lenders 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 (except for reasonable care in the custody thereof while any Collateral is in the Administrative Agent’s or the Lenders’ 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, the Lenders may, at their option during the existence of an Event of Defaultoption, 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 Parties Borrowers agree to reimburse the Lenders promptly therefor thereforrepay such Base Rate Advance with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys’ fees, legal expenses, and court costs) which the 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 Borrowers to the Lenders with interest at the Default Rate, shall be considered Obligations owing by the 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 Lenders. Neither the Administrative Agent nor the Lenders shall 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 Administrative Agent’s or 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.