Common use of Protection of Collateral Clause in Contracts

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 Borrower 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 Borrower. If Borrower fails to promptly pay any portion thereof when due, Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees to reimburse Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 Borrower to Lender with interest at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's 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, including all rent payable by Borrower any Credit 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, 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 Borrowerthe Credit Parties. If Borrower fails the Credit Parties fail to promptly pay any portion thereof when due, Lender the Administrative Agent or the Lenders may, at its their option, but shall not be required to, make a Base Rate Loan for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender the 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 Lender the Administrative Agent or the Lenders, as the case may be, for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which Lender the Administrative Agent or the Lenders, as the case may be, may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower the Borrowers to Lender the 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 Borrower the Borrowers to the Lender hereunderGroup. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower the Credit Parties in or coming into the hands or inuring to the benefit of Lenderthe Lender Group. 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 Lender's 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 Borrower's the Credit 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 (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrowerthe U.S. Loan Parties. If Borrower any U.S. Loan Party fails to promptly pay any portion thereof when due, Lender the Collateral Agent may, at its option, but shall not be required to, pay the same and charge the U.S. Loan Account Parties’ account therefor. Borrower agrees , and the U.S. Loan Parties agree to reimburse Lender promptly the Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by Lender the Collateral Agent for any of the foregoing and any and all other sums for which any U.S. Loan Party may become liable hereunder and all reasonable, documented, out-of-pocket costs and expenses (including the reasonable attorneys' feesfees and the documented, necessary out-of-pocket charges and disbursements of external counsel, legal expenses, expenses and reasonable out-of-pocket court costs) which Lender may incur incurred by the Collateral Agent or any Secured Party in enforcing or protecting its Lien on or rights and interest in the Collateral Security Interests or any of its 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 Borrower to Lender with interest at the Default RateAgreement, shall be considered Obligations owing by Borrower to Lender additional obligations hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's 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 Borrower any Credit 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, 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 Borrowerthe Credit Parties. If Borrower fails the Credit Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal attorneys’ expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower the Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower the Borrowers to Lender the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower the Credit Parties in or coming into the hands or inuring to the benefit of Lenderthe Lenders. 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 Lender's 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 Borrower's the Credit Parties’ sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by Borrower any Credit 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 Borrowerthe Credit Parties. If Borrower fails the Credit Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower the Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower the Borrowers to Lender the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower the Credit Parties in or coming into the hands or inuring to the benefit of Lenderthe Lenders. 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 Lender's 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 Borrower's the Credit Parties’ sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower Party to any landlord of any premises where any of the Collateral may be located), and, and any and all excise, property, sales, and use taxes imposed by any state, federal, or local authority on any of the Collateral or in respect of the sale thereof, shall be borne and paid by Borrowerthe Borrower Parties. If the Borrower fails Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of 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 Borrower the Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower the Borrowers to Lender the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower the Borrowers in or coming into the hands or inuring to the benefit of Lenderthe Lenders. 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 Lender's 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 Borrower's 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, including 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 Borrowerthe Borrower Parties. If the Borrower fails Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Each Borrower agrees to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower Borrowers to Lender 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 Lenderthe Lenders. 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 Lender's 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 Borrower's 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 Borrower any Credit 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, 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 Borrowerthe Credit Parties. If Borrower fails the Credit Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. The Borrower agrees to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal attorneys’ expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrower to Lender the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower the Credit Parties in or coming into the hands or inuring to the benefit of Lenderthe Lenders. 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 Lender's 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 Borrower's the Credit Parties’ sole risk.

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

Protection of Collateral. If the Borrower fails to comply with the provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the material value of any Collateral or the validity, perfection, rank or material value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Bank may, but shall not be required to, effect such compliance on behalf of the Borrower, and the Borrower shall reimburse the Bank for the costs hereof on demand. All commercially customary insurance expenses and all commercially customary expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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. If the Borrower fails to promptly pay any portion thereof when due, Lender the Bank may, at its option, but shall not be required to, pay the same and charge the Loan Account Borrower's account therefor. , and the Borrower agrees to reimburse Lender promptly the Bank therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by Lender the Bank for any of the foregoing and any and all other sums for which the Borrower may become liable hereunder and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, expenses and court costs) which Lender may incur reasonably incurred by the Bank in enforcing or protecting its Lien on or rights and interest in the Collateral Security Interests or any of 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 Borrower to Lender with interest at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring rate applicable to the benefit of Lender. Lender shall not Loans plus 2%, 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 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 Borrower's sole riskadditional Obligations hereunder.

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 Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 BorrowerBorrowers. If Borrower fails Borrowers fail to promptly pay any portion thereof when due, Lender Agent may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Each Borrower agrees to reimburse Lender Agent promptly therefor for any amounts not charged to the Loan Account with interest accruing thereon daily at the Default Rate provided in this AgreementRate. All sums so paid or incurred by Lender Agent for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender Agent may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 Borrower to Lender hereunto, together with interest at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be hereunder secured by all Collateral and by Collateral. Neither Agent nor any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 Agent's or 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 Borrower's Borrowers' 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 Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 BorrowerBorrowers. If Borrower fails Borrowers fail to promptly pay any portion thereof when duedue (except if being contested as permitted by Section 9.1(A) hereof), Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Each Borrower agrees to reimburse Lender promptly therefor with interest accruing thereon daily at the Default Rate as provided in this Agreement. All sums so paid or incurred by Lender for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, expenses and court costs) which Lender may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 Borrower Borrowers to Lender with interest at the Default Rateinterest, shall be considered Obligations owing by Borrower Borrowers to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower Borrowers in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's Borrowers' sole risk.

Protection of Collateral. If any Grantor fails to comply with the provisions of the Loan Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or put at risk, the Collateral Agent if requested by the Administrative Agent (acting at the direction of the Required Lenders) may, but shall not be required to, effect such compliance on behalf of the Grantors, and the Borrower shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, insuringappraising, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrowerthe Borrower in accordance with the Loan Agreement from time to time. If the Borrower fails to promptly pay any portion thereof when due, Lender the Collateral Agent may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower’s account therefore, and the Borrower agrees to reimburse Lender promptly the Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by Lender the Collateral Agent, if any, for any of the foregoing and any and all other sums for which any Grantor may become liable hereunder and all costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, expenses and court costs) which Lender may incur reasonably incurred by the Collateral Agent or any other Secured Party in enforcing or protecting its Lien on or rights and interest in the Collateral Security Interests or any of its 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 Borrower at a rate per annum equal to Lender with interest at the Corporate Base Rate plus the Default RateMargin, shall be considered additional Secured Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's sole risk.

Protection of Collateral. If the Borrower fails to comply with the provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Bank may, but shall not be required to, effect such compliance on behalf of the Borrower, and the Borrower shall reimburse the Bank for the costs hereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, any and all excise, property, sales, sales and use taxes imposed by any state, federal, federal or local authority on any of the Collateral, or in respect of periodic appraisals and inspections of the Collateral to the extent the same may be requested by the Bank from time to time, or in respect of the sale thereof, or other disposition thereof shall be borne and paid by the Borrower. If the Borrower fails to promptly pay any portion thereof when due, Lender the Bank may, at its option, but shall not be required to, pay the same and charge the Loan Account Borrower's account therefor. , and the Borrower agrees to reimburse Lender promptly the Bank therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by Lender the Bank for any of the foregoing and any and all other sums for which the Borrower may become liable hereunder and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, expenses and court costs) which Lender may incur reasonably incurred by the Bank in enforcing or protecting its Lien on or rights and interest in the Collateral Security Interests or any of 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 Borrower to Lender with interest at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring rate applicable to the benefit of Lender. Lender shall not Loans plus 2%, 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 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 Borrower's sole riskadditional Obligations hereunder.

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 covered by Borrower to any landlord of any premises where any of the Collateral may be located), andSection 4.1 above, 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 Borrower. If Borrower 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, Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees to reimburse Lender promptly therefor with interest accruing thereon daily at the highest Default Rate provided in this Agreement. All sums so paid or incurred by Lender for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender may incur in enforcing or protecting its Lien on or rights and interest in the such Collateral or any of 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 Borrower to Lender with interest at the highest Default Rate, shall be considered Obligations owing by Borrower to 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 Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's 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 Borrowerthe Borrower Parties. If the Borrower fails Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. The Borrower agrees to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrower to Lender 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 Lenderthe Lenders. 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 Lender's 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 Borrower's the Borrower Parties’ sole risk.

Protection of Collateral. All As provided in the Security Documents, all insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by Borrower any Grantor 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 Borrowerthe Borrower and the other Grantors, as applicable. If the Borrower fails or other Grantors, as applicable, fail to promptly pay any portion thereof when due, after giving effect to any applicable grace periods, the Lender may, at its optionoption during the existence of an Event of Default, but shall not be required to, pay the same and charge directly to the Loan Account thereforappropriate Person. The Borrower agrees to shall reimburse the Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lender for any of the foregoing and all costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which the Lender may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its their rights or remedies under this or any other agreement between the parties hereto hereto, including, without limitation, the Security Documents, or in respect of any of the transactions to be had hereunder or thereunder until paid by the Borrower to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrower to the 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 Entities in or coming into the hands or inuring to the benefit of the Lender. 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 Lender's actual possessionliability or responsibility with respect thereto) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at Borrower's the applicable Grantors’ 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 Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 BorrowerBorrowers. If Borrower fails Borrowers fail to promptly pay any portion thereof when due, Lender Agent may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees Borrowers agree to reimburse Lender Agent promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender Agent for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender Agent may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 Borrower Borrowers to Lender Agent with interest at a rate per annum equal to three percent (3%) above the Default Prime Rate, shall be considered Obligations owing by Borrower Borrowers to Lender Agent hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower Borrowers in or coming into the hands or inuring to the benefit of Agent or any Lender. Lender Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in LenderAgent'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 Borrower's 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 (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrowerthe Assignors. If Borrower any Assignor fails to promptly pay any portion thereof when due, the Collateral Agent, the Administrative Agent or any Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account such Assignor's account therefor. Borrower , and such Assignor agrees to reimburse the Collateral Agent, the Administrative Agent or any such Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by the Collateral Agent, the Administrative Agent or any Lender for any of the foregoing and any and all other sums for which the Assignors may become liable hereunder and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, expenses and court costs) which reasonably incurred by the Collateral Agent, the Administrative Agent or any such Lender may incur in enforcing or protecting its Lien on or rights and interest in the Collateral Security Interests or any of 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 Borrower to Lender with interest the Assignors at the Default Rate, rate then applicable to Base Rate Loans under the Credit Agreement and shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's 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 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 (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrowerthe Assignors. If Borrower any Assignor fails to promptly pay any portion thereof when due, Lender the Collateral Agent may, at its option, but shall not be required to, pay the same and charge the Loan Account such Assignor's account therefor. Borrower , and such Assignor agrees to reimburse Lender promptly the Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by Lender the Collateral Agent for any of the foregoing and any and all other sums for which the Assignors may become liable hereunder and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, expenses and court costs) which Lender may incur reasonably incurred by the Collateral Agent in enforcing or protecting its Lien on or rights and interest in the Collateral Security Interests or any of 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 Borrower to Lender with interest the Assignors at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring rate per annum equal to the benefit sum of Lender. Lender shall not 2% plus the LIBOR Market Index Rate for such day, 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 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 Borrower's sole riskadditional Obligations.

Protection of Collateral. All insurance expenses and all reasonable expenses of protecting, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrowerthe Borrowers. If any Borrower fails to promptly pay any portion thereof promptly when due, Lender maythe Lender, at its option, may, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees to reimburse Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreementsame. All sums so paid or incurred by the Lender for any of the foregoing and all costs and expenses (including shall be repayable to the Lender on demand. Beyond reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender may incur in enforcing or protecting its 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 its 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 Borrower to Lender with interest at Law, the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 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 Borrower's sole riskLender’s election, either be applied to the prepayment of the Obligations, or remitted to the Borrowers.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrower. If Borrower fails to promptly pay any portion thereof when due, Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees to reimburse Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of its 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 Borrower to Lender with interest at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's sole risk.

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

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by any Borrower 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 Borrowerthe Borrowers. If any Borrower fails to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of 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 Borrower the Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower the Borrowers to Lender 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 any Borrower in or coming into the hands or inuring to the benefit of Lenderthe Lenders and such Obligations incurred with respect to the Tranche A Collateral shall be secured by the Tranche A Collateral. 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 Lenderthe 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 Borrower's the Borrowers' 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 Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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. If the Borrower fails to promptly pay any portion thereof when due, the Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account Borrower therefor. Borrower agrees to reimburse Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by the Lender for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which the Lender may incur in enforcing or protecting its Lien lien on or rights and interest in the Collateral or any of 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 Borrower to Lender 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 Borrower to a Reimbursable Expense of the Lender hereunder. Such Obligations shall be and as such secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of LenderCollateral. 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 Lender's (or 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's sole risk.

Protection of Collateral. If any Assignor fails to comply with ------------------------ the provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent may, but shall not be required to, effect such compliance on behalf of such Assignor, and such Assignor shall reimburse the Collateral Agent for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrowerthe Assignors. If Borrower any Assignor fails to promptly pay any portion thereof when due, Lender the Collateral Agent may, at its option, but shall not be required to, pay the same and charge the Loan Account such Assignor's account therefor. Borrower , and such Assignor agrees to reimburse Lender promptly the Collateral Agent therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by Lender the Collateral Agent for any of the foregoing and any and all other sums for which the Assignors may become liable hereunder and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, expenses and court costs) which Lender may incur reasonably incurred by the Collateral Agent in enforcing or protecting its Lien on or rights and interest in the Collateral Security Interests or any of 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 Borrower to Lender with interest the Assignors at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring rate per annum equal to the benefit sum of Lender. Lender shall not 2% plus the LIBOR Market Index Rate for such day, 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 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 Borrower's sole riskadditional Obligations.

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 the Borrower 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. If the Borrower fails to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. The Borrower agrees to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrower to Lender 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 in or coming into the hands or inuring to the benefit of Lenderthe Lenders. Lender Neither the Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Lender's 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's 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 the Borrower or any Subsidiary of the Borrower 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. If the Borrower fails to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. The Borrower agrees to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrower to Lender 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 or any Subsidiary of the Borrower in or coming into the hands or inuring to the benefit of Lenderthe Lenders. Lender Neither the Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Lender's 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's ’s and its Subsidiaries’ sole risk.

Protection of Collateral. REIMBURSEMENT. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 BorrowerBorrowers. If any Borrower fails to promptly pay any portion thereof when due, except as may otherwise be permitted hereunder or under any of the other Credit Documents, Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees to reimburse Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreementsame. All sums so paid or incurred by Lender for any of the foregoing and any and all other sums for which any Borrower may become liable hereunder and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 such Borrower to Lender with interest thereon at the Default Contract Rate, shall be considered additional Obligations owing by Borrower to Lender hereunder. Such Obligations shall be hereunder secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of LenderCollateral. 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 Lender's 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 Borrower's 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 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 Borrowerthe Borrowers. If any Borrower fails to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of 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 Borrower the Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower the Borrowers to Lender 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 any Borrower in or coming into the hands or inuring to the benefit of Lender. Lender shall not be liable or responsible in any way for the safekeeping of any of Lenders and such Obligations incurred with respect to the Tranche A Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Lender's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at Borrower's sole risk.secured by the Tranche A Collateral. Neither the Administrative Agent nor the Lenders shall be

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 all 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 Borrower the rights to satisfy, purchase, contest, or compromise any landlord 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 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 BorrowerCollateral. If The Borrower fails to promptly pay any portion thereof when due, Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower hereby agrees to reimburse Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by 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 allocated costs of in-house counsel) acting for the Lender, including any of the foregoing and all costs and expenses (including reasonable attorneys' feespayments under, necessary legal expensesor acts taken to protect its security interests in, any of the Collateral, which amounts shall be secured under this Security Agreement, and court costs) which agrees it shall be bound by any payment made or act taken by the Lender may incur in enforcing hereunder absent the Lender's gross negligence or protecting 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 solely to protect its Lien on or rights and 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 its 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 Borrower to Lender with interest at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's sole riskCollateral.

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 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 Borrowerthe Borrowers. If Borrower fails the Borrowers fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Loan for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower the Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower the Borrowers to Lender the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower the Borrowers in or coming into the hands or inuring to the benefit of Lenderthe Lenders. 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 Lender's 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 Borrower's the Borrowers’ 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 the Borrower 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. If the Borrower fails to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. The Borrower agrees to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrower to Lender 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 in or coming into the hands or inuring to the benefit of Lenderthe Lenders. Lender Neither the Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Lender's 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's 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 Borrower Borrowers 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 BorrowerBorrowers. If Borrower fails Borrowers fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, after notice to the Borrowers, but shall not be required to, make a Base Rate Revolving Loan for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person; provided that Borrowers shall not be deemed to have made any representations under Section 3.2(a) in connection therewith. Borrower agrees Borrowers agree to reimburse Lender -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 Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary reasonable legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower Borrowers to Lender the Lenders with interest at the Default RateInterest rate, shall be considered Obligations owing by Borrower Borrowers to Lender the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower Borrowers in or coming into the hands or inuring to the benefit of Lenderthe Lenders. Lender Neither the Collateral Agent, the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Lender's 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 Borrower's the Borrowers' 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 Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrower. If Borrower 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 payment of any such contested amounts, Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees to reimburse 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 Lender for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 Borrower to Lender hereunto, together with interest at the Default Rate, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be hereunder secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of LenderCollateral. 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 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 Borrower's 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 the Borrower 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. If the Borrower fails to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. The Borrower agrees to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrower to Lender 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 in or coming into the hands or inuring to the benefit of Lenderthe Lenders. Lender Neither the Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Lender's 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's sole risk.. ARTICLE 4Section .13

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 Borrower Borrowers 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 BorrowerBorrowers. If Borrower fails Borrowers fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, after notice to the Borrowers, but shall not be required to, make a Base Rate Revolving Loan for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person; provided that Borrowers shall not be deemed to have made any representations under Section 3.2(a) in connection therewith. Borrower agrees Borrowers agree to reimburse Lender 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 Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary reasonable legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower Borrowers to Lender the Lenders with interest at the Default RateInterest rate, shall be considered Obligations owing by Borrower Borrowers to Lender the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower Borrowers in or coming into the hands or inuring to the benefit of Lenderthe Lenders. Lender Neither the Collateral Agent, the Administrative Agent nor the Lenders shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in Lender's 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 Borrower's the Borrowers’ 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 Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 BorrowerBorrowers. If Borrower fails Borrowers fail to promptly pay any portion thereof when due, Lender Bank may, at its option, but shall not be required to, pay the same and charge the Loan Account Borrower therefor. Borrower agrees Borrowers agree to reimburse Lender Bank promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender Bank for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender Bank may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 Borrower Borrowers to Lender Bank with interest at the Default Rate, shall be considered Obligations owing by Borrower Borrowers to Lender Bank hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower Borrowers in or coming into the hands or inuring to the benefit of LenderBank. Lender 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 LenderBank'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 Borrower's Borrowers' 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 Borrower any Credit 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 Borrowerthe Credit Parties. If Borrower fails the Credit Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender 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 Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower the Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower the Borrowers to Lender the Lenders hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower the Credit Parties in or coming into the hands or inuring to the benefit of Lenderthe Lenders. 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 Lender's 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 Borrower's the Credit Parties’ sole risk.

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

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 Borrower any Credit 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, 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 Borrowerthe Credit Parties. If Borrower fails the Credit Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, make a Base Rate Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. Borrower agrees The Borrowers agree to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable and documented out-of-pocket attorneys' ’ fees, necessary legal attorneys’ expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its 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 Borrower the Borrowers to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by Borrower the Borrowers to Lender 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 Borrower the Credit Parties in or coming into the hands or inuring to the benefit of Lenderthe Lenders. 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 Lender's 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 Borrower's the Credit Parties’ sole risk.

Protection of Collateral. All insurance expenses and all expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrower. If Borrower 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 Consolidated Financial Statements, Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees to reimburse 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 Lender for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 Borrower to Lender hereunto, together with interest at the Default RateRate applicable to Base Rate Loans, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be hereunder secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of LenderCollateral. 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 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 Borrower's 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 Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrower. If Borrower 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, Lender which are properly reflected on the Consolidated Financial Statements, Agent may, at its option, but shall not be required to, pay the same and charge the Loan Account therefor. Borrower agrees to reimburse Lender 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 Lender Agent for any of the foregoing and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender Agent may incur in enforcing or protecting its Lien on or rights and interest in the Collateral or any of 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 Borrower to Lender hereunto, together with interest at the Default RateRate applicable to Base Rate Loans, shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be hereunder secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of LenderCollateral. Lender Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in LenderAgent'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 Borrower's 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 Borrowerthe Borrower Parties. If the Borrower fails Parties fail to promptly pay any portion thereof when due, Lender the Lenders may, at its their option, but shall not be required to, pay the same directly to the appropriate Person and charge such amounts shall be borne and paid on demand by the Loan Account thereforBorrower Parties. The Borrower agrees to reimburse Lender the Lenders promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender the Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' ’ fees, necessary legal expenses, and court costs) which Lender the Lenders may incur in enforcing or protecting its the Lien on or rights and interest in the Collateral or any of its their rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to Lender the Lenders with interest at the Default Rate, shall be considered Obligations owing by the Borrower to Lender 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 Lenderthe Lenders. 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 Lender's 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 Borrower's 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 the Borrower 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. If the Borrower fails to promptly pay any portion thereof when due, Lender LGE may, at its option, but shall not be required to, make an Advance for such purpose and pay the same and charge directly to the Loan Account thereforappropriate Person. The Borrower agrees to reimburse Lender LGE promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreement. All sums so paid or incurred by Lender LGE for any of the foregoing and all reasonable costs and expenses (including reasonable attorneys' fees, necessary legal expenses, and court costs) which Lender LGE may incur in enforcing or protecting its the Lien on or its rights and interest in the Collateral or any of its rights or remedies under this or any other agreement between the parties hereto or in respect of any of the transactions to be had hereunder until paid by the Borrower to Lender LGE with interest at the Default Rate, shall be considered Obligations owing by the Borrower to Lender 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 in or coming into the hands or inuring to the benefit of LenderLGE. Lender 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 LenderLGE'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's sole risk.

Protection of Collateral. If any Assignor fails to comply with the provisions of the Credit Agreement, this Agreement or any other Loan Document, such that the value of any Collateral or the validity, perfection, rank or value of any Security Interest is thereby diminished or potentially diminished or put at risk, the Collateral Agent, 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 (including, without limitation, all rent payable by Borrower to any landlord of any premises where any of the Collateral may be located), andCollateral, 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 Borrowerthe Assignors. If Borrower any Assignor fails to promptly pay any portion thereof when due, the Collateral Agent, the Administrative Agent or any Lender may, at its option, but shall not be required to, pay the same and charge the Loan Account such Assignor's account therefor. Borrower , and such Assignor agrees to reimburse the Collateral Agent, the Administrative Agent or any such Lender promptly therefor with interest accruing thereon daily at the Default Rate provided in this Agreementon demand. All sums so paid or incurred by the Collateral Agent, the Administrative Agent or any Lender for any of the foregoing and any and all other sums for which the Assignors may become liable hereunder and all costs and expenses (including reasonable attorneys' fees, necessary legal expenses, expenses and court costs) which reasonably incurred by the Collateral Agent, the Administrative Agent or any such Lender may incur in enforcing or protecting its Lien on or rights and interest in the Collateral Security Interests or any of 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 Borrower to Lender with interest the Assignors at the Default Rate, rate then applicable to Base Rate Loans under the Credit Agreement and shall be considered Obligations owing by Borrower to Lender hereunder. Such Obligations shall be secured by all Collateral and by any and all other collateral, security, assets, reserves, or funds of Borrower in or coming into the hands or inuring to the benefit of Lender. 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 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 Borrower's sole riskadditional Obligations.