Common use of Borrowing Base Collateral Administration Clause in Contracts

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice), and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty (30) days after the date of this Agreement (or thirty (30) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor Debtor, or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Closing Date (and thereafter so long Section 2.11 is applicable at such time) that directs each Account Debtor to make payments into the Lockbox or a Lockbox Account (unless except to the extent such written notice has previously been provided and such Account Debtor is currently making payments into the Lockbox has not since changed from the date of receipt of such noticeor Lockbox Account, as applicable), and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty (30) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as twice, if Agent may reasonably request during the continuance of any Event of Default), shall so request) and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent; provided that if an Event of Default has occurred and is continuing, Borrower shall perform such additional inventory counts in any given year as Agent shall request in its sole discretion. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries.. Midcap / Aterian / Credit Agreement DC - 036639/000052 - 10453208 (d) In addition Borrower shall ensure that all Inventory held at Amazon Locations is owned by Borrowers other than Aterian Holdco or Aterian, and that such Subsidiary Borrowers have the right to recall such Inventory from the Amazon locations at any time (subject to the foregoing, terms of the Amazon Agreement). Upon Agent’s request from time to time, Borrower shall provide Agent may require Borrowers with online viewing access to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal yearits ▇▇▇▇▇▇. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries▇▇▇ account.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowersthe Credit Parties, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Upon the occurrence and during the continuance of an Event of Default, Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers Credit Parties will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request and, upon the occurrence and during the continuance of any an Event of Default), at such other times as Agent requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers Credit Parties shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in a form and substance reasonably satisfactory to Agent. Each Borrower Credit Party will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request and, upon the occurrence and during the continuance of any an Event of Default), at such other times as Agent requests, Agent may require Borrowers the Credit Parties to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower Credit Party or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers the Credit Parties to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; providedInventory, however, that, so long as no Event of Default has occurred Intellectual Property and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment FF&E owned by each Borrower Credit Party or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Administrative Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Administrative Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Administrative Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently and at such other times as Administrative Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Administrative Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Administrative Agent. Each Borrower will maintain at all times a perpetual inventory system. Each Borrower will keep adequate records at all times as to the quantity, source, quality and characteristics of its Inventory and will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Administrative Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Administrative Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) Borrowers will use commercially reasonable efforts to at all times keep its FF&E in good repair and physical condition, ordinary wear and tear excepted. (e) In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Administrative Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the CollateralInventory, Intellectual Property and FF&E owned by each Borrower or any Subsidiaries; provided, however, that, that so long as no Event of Default or Default has occurred and is continuingoccurred, Borrowers shall not be required deliver liable for such fees and expenses for no more than one (1) such appraisal report to Agent (orfor each of Inventory, as applicable, the Third Party Agent) per fiscal Intellectual Property and FF&E in any given calendar year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days Business Days after the date of this Agreement (or thirty ten (3010) days Business Days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Following the occurrence and continuation of an Event of Default, Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year (or more frequently and at such other times as Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports, at the Borrowers’ expense (i) during any Non-Third Party Agent Retention Period, subject to the provisions of Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii2.2(i)), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; providedInventory, however, that, so long as no Event of Default has occurred Intellectual Property and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All Borrower shall, and shall cause each Restricted Subsidiary to, keep all data and other information relating to Accounts and Property Leases or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and Borrower shall not, and shall cause each Restricted Subsidiary not be moved to, move such data and other information from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt Whether or not an Event of Default has occurred, any of Administrative Agent's officers, employees or agents shall, upon prior written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor Borrower, have the right, at any time following or times hereafter, in the Initial Third name of Administrative Agent or any designee of Administrative Agent or any Credit Party, to verify the validity, amount or any other matter relating to any Property Leases by mail, telephone, telegraph or otherwise, including, without limitation, verification of a Credit Party's compliance with applicable Laws. Borrower shall and shall cause each Credit Party to cooperate fully with Administrative Agent Commencement Date in an effort to facilitate and promptly conclude such verification process. Notwithstanding the foregoing, Administrative Agent shall obtain Borrower's prior written consent, which consent shall not be unreasonably withheld or delayed, with respect to any such verification that shall include contact with applicable federal, state and local regulatory authorities having jurisdiction over the Borrower's or any Credit Party's affairs; provided, that any contact with such regulatory authorities shall be carried out jointly by Borrower and Administrative Agent; provided however, that if Borrower fails to provide such consent within ten (and thereafter so long Section 2.11 is applicable at such time10) that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from Business Days of the date of receipt of notice from Administrative Agent, or if Borrower shall fail to cooperate with Administrative Agent to contact such notice), and hereby authorizes Agent (or, as applicableregulatory authorities, the Third Party applicable Property shall cease to be included in the calculation of the Borrowing Base. (c) To expedite collection, Borrower shall endeavor in the first instance to make collection of payments due under Property Leases for Administrative Agent), upon Borrowers’ failure to send such notices within thirty (30) days after the date of this Agreement (or thirty (30) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Administrative Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves shall have the right at any time to notify Account Debtors during the continuance of an Event of Default Property Lessees that Administrative Agent has been granted a Lien upon all Accounts. Property Leases, that Property Leases have been assigned to Administrative Agent and, following the occurrence of a Default, that payment of amounts under such Property Leases shall be made directly by such Property Lessees to Administrative Agent (c) As of the last day of Endologix’s fiscal yearand once such notice has been given to a Property Lessee, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)Borrower shall not, and (i) during shall cause each other Credit Party not to, give any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for contrary instructions to such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Property Lessees without Administrative Agent, in each case of clause (i) and clause (ii) above, a 's prior written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Defaultconsent), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year (or more frequently and at such other times as Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to AgentAgent appraisal reports, or (ii) during any Third Party Agent Retention Periodat the Borrower’s expense, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred Intellectual Property and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Whether or not an Event of Default has occurred, any of Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Agent. Agent shall have the right at any time to notify Account Debtors that Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Agent’s prior written consent). Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (cd) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year (or more frequently and at such other times as Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower Borrowers will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers (at Borrowers’ sole expense at any time during the continuance of an Event of Default and once per calendar year in the absence of an Event of Default, and at the Lenders’ expense at all other times) to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower Borrowers will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment FF&E in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers (at Borrowers’ sole expense at any time during the continuance of an Event of Default and once per calendar year in the absence of an Event of Default, and at the Lenders’ expense at all other times) to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment FF&E owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, Borrowers at their respective principal offices and, unless exigent circumstances exist that require that such data and other information be moved immediately, shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. If any data or other information relating to Accounts and other intangible Collateral is moved from such locations due to exigent circumstances that required that such data or other information be moved immediately, the Borrowers shall provide written notice to Administrative Agent promptly after such move of the same. (b) Whether or not an Event of Default has occurred, any of Administrative Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Administrative Agent or any designee of Administrative Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Administrative Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Administrative Agent. Administrative Agent shall have the right at any time to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Administrative Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Administrative Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Administrative Agent’s prior written consent). (d) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Administrative Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (ce) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year (or more frequently and at such other times as Administrative Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Administrative Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Administrative Agent. Each Borrower Borrowers will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (ai) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (bii) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send MACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (ciii) As Borrowers shall at all times keep correct and accurate records (in all material respects) itemizing and describing the location, kind, type, age and condition of its Equipment, Borrowers’ cost therefor and accumulated depreciation thereof, and retirements, sales, or other dispositions thereof, all of which records shall be available on demand to any of the last day of Endologix’s fiscal yearofficers, Borrowers will conduct a physical count employees or agents of the Inventory Agent. (iv) Agent shall receive, at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)Borrowers’ expense, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide updated appraisals with respect to the Third Party AgentEquipment and Rolling Stock, in each case of clause (i) and clause (ii) above, a written accounting reporting the current Net Orderly Liquidation Value of such physical count in form Equipment and substance reasonably Rolling Stock and prepared by an appraisal firm satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not fail to be moved from available at such locations principal offices without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Closing Date Receivables Account or the Lockbox (unless such written notice has previously been provided and such or Lockbox has not since changed from the date of receipt of such notice)Account, as applicable, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty sixty (3060) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at its headquarters and any other leased location at least once twice per year (or more frequently and at such other times as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, requests. Borrowers shall provide to Agent on-hand inventory reports from third party service providers at least twice per year and at such other times as Agent reasonably requests and Borrowers will provide reports or summaries of field inventory audits performed by Borrowers (iito include field inventory audits on a sample basis throughout each year based upon inventory value, date of the previous inventory audit and other factors) during any Third Party Agent Retention Period, on inventory held by the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count Borrowers’ field sales representatives and (B) the date Endologix files its 10-K for such fiscal year, independent sales agents upon request by Agent. Borrowers shall provide to Agent the Third Party Agent, items in each case of clause (ithis Section 4.14(c) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the CollateralInventory owned by each Borrower or any Subsidiaries; provided, however, that, so long as provided that if no Event of Default has occurred and is continuing, Borrowers such appraisal of Inventory shall be conducted not be required deliver more often than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal once a year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Whether or not an Event of Default has occurred, any of Administrative Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Administrative Agent or any designee of Administrative Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude such verification process. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Administrative Agent. Administrative Agent shall have the right at any time to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Administrative Agent and, following the occurrence and during the continuance of a Default or Event of Default, that payment of such Accounts shall be made directly by such Account Debtors to Administrative Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Administrative Agent’s prior written consent). (d) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Administrative Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furnitureBorrowers will, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to on demand of Administrative Agent, make available to Administrative Agent copies of medical records, insurance verification forms, assignment of benefits, in-take forms or (ii) during other proof of the satisfactory performance of services that gave rise to an Account, a copy of the claim or invoice for each Account and copies of any Third Party Agent Retention Period, deliver to written contract or order from which the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any SubsidiariesAccount arose.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor and was not provided such written notice under the Original Credit Agreement, or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Closing Date (and thereafter so long Section 2.11 is applicable at such time) that directs each Third Party Account Debtor to make payments in respect of Third Party Accounts into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty (30) days after the date of this Agreement (or thirty sixty (3060) days after the Person becomes an Account DebtorDebtor in respect of any Eligible Account), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition ; provided, that with respect to Inventory located at the foregoingArlington Road Premises and at the premises located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ South, no more than once per calendar year (or more frequently as Agent Bloomington, MN, Borrowers may reasonably request during the continuance conduct a cycle count of any Event of Default)Inventory, Agent may require Borrowers consistent with Borrowers’ past practices with respect to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiarieslocated at such premises. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (orper Fiscal Year and, so long as applicablethe Revolving Loan Outstandings have not exceeded $50,000,000 at any time during such Fiscal Year, the Third Party Agent) per fiscal yearaggregate amount Credit Parties shall be required to pay in respect of such appraisal in any Fiscal Year shall not exceed $50,000 in the aggregate. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, Agent and (ii) obtaining complying with the prior written consent provisions of Agent, which consent shall not be unreasonably withheldSection 4.11(c). (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days Business Days after the date of this Agreement (or thirty ten (3010) days Business Days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Following the occurrence and continuation of an Event of Default, Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year and (or more frequently as Agent may reasonably request during the continuance of if any Event of Default)Default is continuing) at such other times as Agent requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any SubsidiariesCredit Party. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, provided that, so long as no unless an Event of Default has shall have occurred and is be continuing, Borrowers shall not be required deliver more than one only have to pay the costs of two (12) such appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal calendar year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Following the Lockbox Post-Closing Period, Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such or a Lockbox has not since changed from the date of receipt of such notice)Account, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement the end of the Lockbox Post-Closing Period (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as twice, if Agent may reasonably request during the continuance of any Event of Default), shall so request) and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent; provided that if an Event of Default has occurred and is continuing, Borrower shall perform such additional inventory counts in any given year as Agent shall request in its sole discretion. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition Borrower shall ensure that all Inventory held at Amazon Locations is owned by Borrowers other than Mohawk Parent and that such Subsidiary Borrowers have the right to recall such Inventory from the Amazon locations at any time (subject to the foregoing, terms of the Amazon Agreement). Upon Agent’s request from time to time, Borrower shall provide Agent may require Borrowers with online viewing access to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal yearits ▇▇▇▇▇▇. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries▇▇▇ account.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not fail to be moved from available at such locations principal offices without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person; provided, that, the Borrower shall not be required to notify any Account Debtor pursuant to this clause (b) to the extent that such Account Debtor is already remitting payment to the Lockbox or a Lockbox Account. Upon the occurrence of an Event of Default that is continuing, Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year (or more frequently and at such other times as Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory ; provided, that, only one (1) such physical inventory count shall be required in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)ending December 31, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries2021. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, provided that so long as no Event of Default has shall have occurred and is be continuing, Borrowers shall not be required deliver obligated to reimburse Agent for more than two (2) appraisals of the Collateral during any calendar year; provided, that, only one (1) such appraisal report to Agent (orshall be required in the calendar year ending December 31, as applicable, the Third Party Agent) per fiscal year2021. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Administrative Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Administrative Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Administrative Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year (or more frequently and at such other times as Administrative Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Administrative Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Administrative Agent. Each Borrower will maintain at all times a perpetual inventory system. Each Borrower will keep adequate records at all times as to the quantity, source, quality and characteristics of its Inventory and will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Administrative Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Administrative Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) Borrowers will use commercially reasonable efforts to at all times keep its FF&E in good repair and physical condition, ordinary wear and tear excepted. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (e) In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Administrative Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the CollateralInventory, Intellectual Property and FF&E owned by each Borrower or any Subsidiaries; provided, however, that, that so long as no Event of Default or Default has occurred and is continuingoccurred, Borrowers shall not be required deliver liable for such fees and expenses for no more than one (1) such appraisal report to Agent (orfor each of Inventory, as applicable, the Third Party Agent) per fiscal Intellectual Property and FF&E in any given calendar year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct maintain recurring cycle counts of Inventory with a physical complete cycle count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)each facility being completed each fiscal quarter, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical cycle count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition Agent shall receive, at Borrowers’ expense, updated appraisals with respect to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party AgentInventory, in each case reporting the current Net Orderly Liquidation Value of clause (i) such Inventory and clause (ii), prepared by an appraisal reports in form and substance and from appraisers reasonably firm satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Default or Event of Default has occurred and is continuing, Borrowers such appraisals shall not be required deliver occur more than one two (12) appraisal report to times during such twelve-month period; and provided further that Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain such updated appraisals more frequently, at Borrowers’ expense, if any Default or Event of Default has occurred and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to is continuing under the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any SubsidiariesFinancing Documents.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Whether or not an Event of Default has occurred, any of Administrative Agent's officers, employees or agents shall have the right, at any reasonable time or times hereafter, in the name of Administrative Agent or any designee of Administrative Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers' compliance with applicable Laws. Borrowers shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Administrative Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers' affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Administrative Agent. Administrative Agent shall have the right at any time to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Administrative Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Administrative Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Administrative Agent's prior written consent). (d) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Administrative Agent), upon Borrowers’ ' failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts and or other intangible Borrowing Base Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not fail to be moved from available at such locations (other than in connection with electric, hardware or software issues in downloading such data or information) without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) , conditioned or delayed. Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such or Lockbox has not since changed from the date of receipt of such notice)Account, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days Business Days after the date of this Agreement (or thirty ten (3010) days Business Days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Upon the occurrence of an Event of Default that is continuing, Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, . Borrowers will conduct a physical count of the Inventory at least once one time per year (or more frequently it being understood by the parties hereto that cycle counts are acceptable) and if an Event of Default has occurred and is continuing, at such other times as Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to MidCap / ATEC / Credit, Security and Guaranty Agreement . The Credit Parties shall, in the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance event of any Event of Default)information in the Schedule 3.19, Agent may require Borrowers to obtain and (ySchedule 5.14, Schedule 9.2(b) during any Non-Third Party Agent Retention Periodor Schedule 9.2(d) becoming outdated, subject to Section 4.19inaccurate, incomplete or misleading, deliver to Agent, and (z) during any Third together with the next Compliance Certificate required to be delivered under this Agreement after such event a proposed update to such Schedule correcting all outdated, inaccurate, incomplete or misleading information. Each Credit Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, agrees that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.:

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year (or more frequently year, at such other times as Agent may reasonably request requests and at any time that Agent requests during the continuance of any an Event of Default), Default and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. So long as no Event of Default exists, Borrower shall only be liable for the costs of two appraisals under this Section per fiscal year. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to AgentAgent appraisal reports, or (ii) during any Third Party Agent Retention Periodat the Borrower’s expense, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred Intellectual Property and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. So long as no Event of Default exists, Borrower shall only be liable for the costs of two appraisals under this Section per fiscal year.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Whether or not an Event of Default has occurred, any of Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Agent. Agent shall have the right at any time to notify Account Debtors that Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Agent’s prior written consent). Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Third Party Account Debtor to make payments in respect of Third Party Accounts into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty (30) days after at any time following the date of this Agreement Collections Account Post-Closing Period (or thirty sixty (3060) days after the Person becomes an Account DebtorDebtor in respect of any Eligible Account), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition ; provided, that with respect to Inventory located at the foregoingArlington Road Premises and at the premises located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ South, no more than once per calendar year (or more frequently as Agent Bloomington, MN, Borrowers may reasonably request during the continuance conduct a cycle count of any Event of Default)Inventory, Agent may require Borrowers consistent with Borrowers’ past practices with respect to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiarieslocated at such premises. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (orper Fiscal Year and, so long as applicablethe Revolving Loan Outstandings have not exceeded $50,000,000 at any time during such Fiscal Year, the Third Party Agent) per fiscal yearaggregate amount Credit Parties shall be required to pay in respect of such appraisal in any Fiscal Year shall not exceed $50,000 in the aggregate. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and Accounts, other intangible Collateral Collateral, and Intellectual Property shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such or Lockbox has not since changed from the date of receipt of such notice)Account, as applicable, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right right, upon the occurrence and during the continuation of an Event of Default, to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently and at such other times as Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries; provided that so long as an Event of Default has not occurred and is continuing, Borrowers shall not be required to reimburse Agent for more than one (1) such appraisal per fiscal year. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, provided that so long as no an Event of Default has not occurred and is continuing, Borrowers shall not be required deliver to reimburse Agent for more than one (1) such appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor Debtor, or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Closing Date (and thereafter so long Section 2.11 is applicable at such time) that directs each Account Debtor to make payments into the Lockbox or a Lockbox Account (unless except to the extent such written notice has previously been provided and such Account Debtor is currently making payments into the Lockbox has not since changed from the date of receipt of such noticeor Lockbox Account, as applicable), and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty (30) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as twice, if Agent may reasonably request during the continuance of any Event of Default), shall so request) and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent; provided that if an Event of Default has occurred and is continuing, Borrower shall perform such additional inventory counts in any given year as Agent shall request in its sole discretion. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition Borrower shall ensure that all Inventory held at Amazon Locations is owned by Borrowers other than Aterian Holdco or Aterian, and that such Subsidiary Borrowers have the right to recall such Inventory from the Amazon locations at any time (subject to the foregoing, terms of the Amazon Agreement). Upon Agent’s request from time to time, Borrower shall provide Agent may require Borrowers with online viewing access to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal yearits A▇▇▇▇▇. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition▇▇▇ account. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.MidCap / Aterian / Credit Agreement

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and or other intangible Collateral shall at all times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) After a Default or an Event of Default has occurred, any of Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Agent. Agent shall have the right at any time to notify Account Debtors that Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Agent’s prior written consent). Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld; provided that Borrowers shall be permitted to maintain their books and records in an electronic form so long as they provide Agent with access to such electronic books and records promptly upon Agent’s reasonable request. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) date of this Agreement that directs each Account Debtor to make payments into the Lockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice)Lockbox, and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within thirty ten (3010) days after the date of this Agreement (or thirty ten (3010) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct a physical count of the Inventory at least once twice per year (or more frequently and at such other times as Agent may reasonably request during the continuance of any Event of Default)requests, and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, no more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default)from time to time, Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries.; provided that if no Event of Default has occurred and is continuing, such appraisal of Inventory shall be conducted not more often than once a year. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan) (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of the Collateral; provided, however, that, so long as provided that if no Event of Default has occurred and is continuing, Borrowers such appraisals shall be conducted not be required deliver more often than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal once a year. (e) Each Borrower will use commercially reasonable efforts to at all times keep its furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.