Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) All tangible Collateral granted by Borrower to Lender will at all times be kept by ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the State of California. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may request. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees, representatives or agents shall have the right, at any time during normal business hours, and upon reasonable notice, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and. promptly conclude- such verification process. (d) As and when determined by Lender in its reasonable discretion, ▇▇▇▇▇▇ will perform the searches described in clauses (i) and (ii) below against each Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State of the Jurisdiction of organization of Borrower and each Guarantor, the Secretary of State and local filing offices of each jurisdiction where Borrowers maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and state tax lien searches, in each jurisdiction searched under clause (i) above. (e) Borrower, upon ▇▇▇▇▇▇'s request, shall: (1) take all actions that may be lawfully required by Lender to create and perfect Lender's Lien on any Collateral and effectuate the intentions of the DIP Loan Documents; and (ii) immediately deliver to Lender all items for which ▇▇▇▇▇▇ must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.

Collateral Administration. (a) All tangible Collateral granted by Borrower to Lender will (except Deposit Accounts, securities accounts and Collateral in the possession of Agent) shall at all times be kept by ▇▇▇▇▇▇▇▇ Borrower at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.the locations from time to time set forth on Schedule 5.18B hereto, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and shall not, without thirty (30) calendar days days' prior written notice to LenderAgent, be moved therefromtherefrom other than to another such location or, in the case of desktop hardware including personal computers, monitors, printers, modems and similarly portable equipment, to remote locations for use by employees or others in any case shall not be moved outside the State ordinary course of California. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may request. (c) business. Whether or not an Event of Default has occurred, any of LenderAgent's officers, employees, representatives or agents shall have the right, at any time upon reasonable notice (provided notice need not be given after the occurrence and during the continuance of an Event of Default) during normal business hours, and upon reasonable notice, in the name of LenderAgent, or any designee of Lender Agent or Borrowerany Credit Party, to verify the validity, amount or any other matter relating to any Accounts of Borrowerthe Collateral. Borrower Each Credit Party shall cooperate fully with Lender Agent in an effort to facilitate and. and promptly conclude- conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons owing Accounts to any Credit Party that its Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to the Credit Parties. (db) As and when determined by Lender Agent in its reasonable discretionPermitted Discretion but, ▇▇▇▇▇▇ at the Credit Parties' expense, not to exceed two (2) times per year in the absence of an Event of Default, Agent will perform the searches described in clauses (i) and (ii) below against each Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement)Credit Party, all at Borrowersthe Credit Parties' expense: (i) UCC searches with the Secretary of State of the Jurisdiction of organization of Borrower and each Guarantor, the Secretary of State and local filing offices of each jurisdiction where Borrowers maintain their any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and state corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (ec) Borrower, upon ▇▇▇▇▇▇Upon Agent's request, shall: (1) take all actions that may be lawfully required by Lender to create and perfect Lender's Lien on any Collateral and effectuate the intentions of the DIP Loan Documents; and (ii) immediately each Credit Party shall promptly deliver to Lender Agent all items for which ▇▇▇▇▇▇ Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments Instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and shall cause each of its Subsidiaries to, keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by Agent upon or at any time after the occurrence and during the continuance of an Event of Default, each Credit Party shall, and shall cause each of its Subsidiaries to, execute and deliver to Agent formal written assignments of all of its respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party but shall be reported to Borrower and shall be remitted to Borrower promptly after written request therefor by Borrower to Agent; provided that the failure of Agent to so report shall not provide the basis of any claim against, or result in any liability to, Agent. (e) Each Credit Party shall take such further action as may be lawfully required by Agent in its Permitted Discretion to evidence, perfect and maintain the security interests and the priority thereof in the Collateral.

Collateral Administration. (a) All tangible Collateral granted by Borrower to Lender will (except Deposit Accounts and Collateral in the possession of Agent) shall at all times be kept by ▇▇▇▇▇▇▇▇ the Credit Parties at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.the locations from time to time set forth on Schedule 5.19B hereto, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and shall not, without thirty (30) calendar days days' prior written notice to LenderAgent, be moved therefromtherefrom other than to another such location (except for movement of equipment, inventory and related assets for performance of services in the ordinary course of business), and in any case case, (i) with respect to Collateral owned by US Credit Parties, shall not be moved outside the State United States, and (ii) with respect to Collateral owned by Canadian Credit Parties, shall not be moved outside the United States or Canada. In addition, except for movement of California. (b) Borrower equipment, inventory and related assets for performance of services in the ordinary course of business, Borrowers shall keep accurate not transfer any Collateral with fair market value of more than $100,000, individually or in the aggregate, whether in one transaction or a series of transactions, to any location for which a Landlord Waiver and complete records Consent has not been obtained, without the prior written consent of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may request. (c) Agent. Whether or not an Event of Default has occurred, any of LenderAgent's officers, employees, representatives or agents shall have the right, upon reasonable notice (unless an Event of Default exists) at any time during normal business hours, and upon reasonable notice, in the name of LenderAgent, or any designee of Lender Agent or Borrowerany Credit Party, to verify the validity, amount or any other matter relating to any Accounts of Borrowerthe Collateral. Borrower Each Credit Party shall cooperate fully with Lender Agent in an effort to facilitate and. and promptly conclude- conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons owing Accounts to any Credit Party that its Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to the Credit Parties. The Credit Parties shall use commercially reasonable efforts to ensure collection of their respective Accounts for Agent, for the account of Lenders. (db) As and when determined by Lender Agent in its reasonable discretionPermitted Discretion, ▇▇▇▇▇▇ Agent will perform the searches described in clauses (i) and (ii) below against each Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement)Credit Party, all at Borrowersthe Credit Parties' expense: (i) UCC UCC, PPSA or similar foreign searches with the Secretary of State of the Jurisdiction of organization of Borrower and each Guarantor, the Secretary of State and local filing offices or other applicable Governmental Authorities' offices of each jurisdiction where Borrowers maintain their any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and state corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. Notwithstanding the foregoing, Agent shall not conduct such searches more frequently than four times during any twelve (12) month period unless an Event of Default has occurred and is continuing. (ec) BorrowerEach Credit Party shall notify Agent of the existence of, and promptly deliver to Agent upon ▇▇▇▇▇▇'s its request, shall: (1) take all actions that may be lawfully required by Lender to create and perfect Lender's Lien on any Collateral and effectuate the intentions of the DIP Loan Documents; and (ii) immediately deliver to Lender all items for which ▇▇▇▇▇▇ Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments Instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and shall cause each of its Subsidiaries to, keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. In addition if Accounts of Credit Parties in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Credit Parties shall notice Agent of such occurrence no later than five Business Days following such occurrence and the Borrowing Base and the applicable Monthly Borrowing Certificate shall thereupon be adjusted to reflect such occurrence. If requested by Agent upon or at any time after the occurrence and during the continuance of an Event of Default, each Credit Party shall, and shall cause each of its Subsidiaries to, execute and deliver to Agent formal written assignments of all of its respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party. (e) Each Credit Party (i) upon request by Agent after the occurrence and during the continuance of an Event of Default, shall provide prompt written notice to its current bank(s) to transfer all items, collections and remittances to the Concentration Account (or any other account designated by Agent), (ii) upon request by Agent after the occurrence and during the continuance of an Event of Default, shall provide prompt written notice to each Account Debtor that Agent, for itself and the benefit of the Lenders, has been granted a lien and security interest in, upon and to all Accounts payable by such Account Debtor, (iii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account, in each case not later than ten (10) calendar days after the Person becomes an Account Debtor, and hereby authorizes Agent and/or Lenders, upon any failure to send such directions within the applicable time period, to send any and all similar notices and directions or notice to such Account Debtors and, after the occurrence and during the continuance of an Event of Default, to collect such Accounts directly in its own name and to charge collection costs and expenses to the Credit Parties, and (iv) shall do anything further that may be lawfully required by Agent to secure Agent, for the benefit of itself and Lenders, and effectuate the intentions of the Loan Documents.

Collateral Administration. (a) All tangible data and other information relating to Accounts or other intangible Collateral granted by Borrower to Lender will shall at all times be kept by ▇▇▇▇▇▇▇▇ each Secured Credit Party at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ its principal office(s) as set forth on the Information Certificate and shall not, not be moved from such locations without thirty (30i) calendar days providing prior written notice to Lender, be moved therefromAgent, and in any case (ii) obtaining the prior written consent of Agent, which consent shall not be moved outside the State of Californiaunreasonably withheld. (b) Borrower shall, and shall cause each Secured Credit Party to, keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases basis as Lender may requestAgent shall request a sales and collections report for the preceding period, in form satisfactory to Agent. In addition, if Accounts in an aggregate face amount in excess of $500,000 for any single Account Debtor become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise, Borrower shall notify Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. (c) Whether or not an Event of Default has occurred, any of LenderAgent's officers, employees, representatives employees or agents shall have the right, at any time during normal business hours, and upon reasonable noticeor times hereafter, in the name of Lender, Agent or any designee of Lender Agent or Borrowerthe Secured Credit Parties, 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 Borrowereach Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinances. Borrower shall, and shall cause each Secured Credit Party to, cooperate fully with Lender Agent in an effort to facilitate and. and promptly conclude- conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the affairs of the Secured Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraph. (d) As To expedite collection, Borrower shall, and when determined shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for Agent. So long as there is Revolving Loan Outstandings and upon and during the continuation of an Event of Default, Agent shall have the right at any time to notify Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned to Agent and, after the occurrence and during the continuation of an Event of Default that payment of such Accounts shall be made directly by Lender in its reasonable discretionsuch Account Debtors to Agent (and once such notice/instruction has been given to an Account Debtor, ▇▇▇▇▇▇ will perform the searches described in clauses (i) and (ii) below against each Borrower (the results of which are no Credit Party shall give any contrary instructions to be consistent with Borrowersuch Account Debtor without Agent's representations and warranties under this Agreementprior written consent), all at Borrowers' expense: (i) UCC searches with the Secretary of State of the Jurisdiction of organization of Borrower and each Guarantor, the Secretary of State and local filing offices of each jurisdiction where Borrowers maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and state tax lien searches, in each jurisdiction searched under clause (i) above. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, upon ▇▇▇▇▇▇another Secured Credit Party, Agent, a bailee or any other Person. (f) Agent is hereby authorized to file financing statements naming each Secured Credit Party as debtor, in accordance with the UCC, and if necessary, to the extent applicable, to otherwise file financing statements without such Secured Credit Party's requestsignature if permitted by law. Each Credit Party hereby authorizes Agent to file all financing statements and amendments to financing statements describing the Collateral in any filing office as Agent, shall: (1) take in its discretion may determine. Each Secured Credit Party agrees to comply with the requirements of all actions that federal and state laws and requests of Agent in order for Agent to have and maintain a valid and perfected first security interest in the Collateral including, without limitation, executing and causing any other person to execute such documents as Agent may be lawfully required by Lender to create and perfect Lender's Lien on any Collateral and effectuate the intentions of the DIP Loan Documents; and (ii) immediately deliver to Lender all items for which ▇▇▇▇▇▇ must receive possession require to obtain control (as defined in the UCC) over all deposit accounts, electronic chattel paper, letter of credit rights, commercial tort claims and investment property. By joining in the Financing Documents as a perfected security interest and all notesSecured Credit Party, certificates, and documents each Secured Credit Party specifically joins in this Section as if this Section were a part of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateraleach Financing Document executed by the Secured Credit Party.

Collateral Administration. (a) All tangible Collateral granted As and when determined by Borrower to Lender will the Administrative Agent or the Requisite Lenders in its or their reasonable discretion, upon the occurrence and during the continuation of a Default or an Event of Default, the Administrative Agent or the Requisite Lenders may, at all times be kept by ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.the Borrower’s expense, ▇▇▇▇▇▇▇▇▇▇▇perform UCC, ▇▇ ▇▇▇▇▇ judgment, litigation, tax Lien and shall notother similar searches, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside jurisdictions determined by Administrative Agent or the State of CaliforniaRequisite Lenders from time to time, against any Loan Party. (b) Borrower The Borrower, and Manager, as applicable, shall keep accurate and complete records of its Accounts the Customer Contracts and all payments and collections Collections thereon and shall Uniti – Bridge Loan and Security Agreement submit such records to Lender Administrative Agent on such periodic bases basis (and at least quarterly) as Lender the Administrative Agent or the Requisite Lenders may reasonably request. If requested by the Administrative Agent (acting at the direction of the Requisite Lenders), the Borrower, and each other Loan Party, as applicable, shall execute and deliver to the Administrative Agent, formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent (acting at the direction of the Requisite Lenders), of any or all of the Customer Contracts as the Administrative Agent (acting at the direction of the Requisite Lenders) may reasonably request, together with copies of claims, invoices and/or other information related thereto. (c) Whether or not The Borrower shall, upon the Administrative Agent’s written request upon the occurrence and during the continuation of an Event of Default has occurredDefault, any of Lender's officers, employees, representatives or agents shall have the right, at any time during normal business hours, and upon reasonable notice, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and. promptly conclude- such verification process. (d) As and when determined by Lender in its reasonable discretion, ▇▇▇▇▇▇ will perform the searches described in clauses (i) provide prompt written notice to each Customer that the Administrative Agent has been granted a Lien on and security interest in, upon and to all Customer Contracts payable by such Customer and (ii) below against each Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State of the Jurisdiction of organization of Borrower and each Guarantor, the Secretary of State and local filing offices of each jurisdiction where Borrowers maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and state tax lien searches, in each jurisdiction searched under clause (i) above. (e) Borrower, upon ▇▇▇▇▇▇'s request, shall: (1) take all actions shall do anything further that may be lawfully required under Applicable Law and requested in writing by Lender the Administrative Agent or the Requisite Lenders in their reasonable discretion to create and perfect Lender's Lien on any secure the Administrative Agent’s interest in the Collateral and effectuate the intentions of the DIP Loan Documents; and (ii) immediately deliver to Lender all items for which ▇▇▇▇▇▇ must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateralthis Agreement.