Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) All Collateral (except deposit accounts) shall at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender outside the continental United States except as provided for in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldthis Agreement. (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 basis bases as Lender shall may request a sales and collections report for the preceding period, in form satisfactory to Lenderits Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on or before the first third (3rd) Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and continuation of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailyas often as Lender may reasonably request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees employees, representatives or agents shall have the rightright upon three (3) Business Days' prior written notice to Borrower, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) below. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender's request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by each Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Each 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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of PHC-Michigan or PHC-Utah (or any other Borrower whose Accounts may be included at any time in the future within the Borrowing Base) in an aggregate face amount in excess of $50,000.00 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, each such Borrower shall notify Lender of such occurrence on the first Business Day following the discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, each Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto. To the -- 38 -- extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be available to the Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, upon prior written notice to Borrower, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or any Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph of any Borrower; provided that such prior written notice to Borrower is not required if a Default or otherwiseEvent of Default has occurred and be continuing. Each Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to any Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that such Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against each Borrower and Guarantor (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Borrower and/or Guarantor maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. UCC searches shall be conducted at the expense of Borrower on a quarterly basis; provided, that Lender shall have the right to conduct such searches more frequently at its expense and, if a Default or Event of Default shall have occurred, at the expense of Borrower. (f) Each of PHC-Michigan and PHC-Utah (and any other Borrower whose Accounts may be included at any time in the future within the Borrowing Base) (i) shall provide prompt written notice to notify its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtors Debtor (subject to applicable law regarding other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and each such Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender's request, each such Borrower shall immediately deliver to Lender all items for which Lender 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. Notwithstanding any provision of this subsection (f) to the -- 39 -- contrary, following the occurrence of an Event of Default each Borrower shall comply with the provisions of this subsection (f) if directed by Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall described in Section 3.1 (a) will at all times be kept by Borrower at its principal office(s) offices as set forth on Schedule 4.15 4.14 hereto and shall not will not, without 30 days prior written ------------- notice to Lender, be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldtherefrom. (b) Borrower shall will keep accurate and complete records of its Accounts Accounts, including, without limitation, the Receivables, and all payments and collections thereon thereon, and shall Borrower will submit to Lender on such periodic basis as Lender shall may reasonably request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender during the existence of an Event of Default, Borrower shall will execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall will include all Accounts that have been created since the the-date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not After an Event of Default has occurred, any of Lender's officers, employees or agents shall will have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount amount, or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall will cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall will endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject any Person liable with respect to applicable law regarding Medicaid/Medicare Account Debtors) the Accounts that the Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys' fees and expenses, to Borrower. (e) Without the prior written consent of Lender, Borrower shall bear the risk of loss not enter into any settlement with or compromise any amount due from any Person liable on all Collateralany Account, regardless of whether such Collateral is or issue any credit or agree to any set off or other reduction with respect to any Account, or otherwise amend or modify any Contractual Obligation giving rise to any Account, other than in the possession or control of Borrower, Lender, a bailee or any other Personmanner consistent with past practice.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B of the Disclosure Letter hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 20,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to the Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom unless Lender has entered into the necessary documents to perfect and enforce its security interest therein at such new location, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 30,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If Following the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to Lender formal written assignments (or, in the case of Medicaid/Medicare Account Debtors, documents necessary to comply with the Federal Assignment of Claims Act) of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower's written request. (c) Whether Following an occurrence or not during the continuance of an Event of Default has occurredDefault, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower, and (subject ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to applicable law regarding obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its sole discretion but not more often than four (4) times per year prior to the occurrence and continuance of an Event of Default, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender. , upon any failure to send such notices and directions within ten (e10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender's lien on any collateral and effectuate the intentions of the Loan Documents. At Lender's request, Borrower shall bear the risk immediately deliver or make arrangements to deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall may request a sales and collections report for the preceding period, in form satisfactory to Lenderits Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours and, upon reasonable advanced notice to Borrower if no Event of Default has occurred and is continuing, in the name of Lender or Lender, any designee of Lender or Borrower, to review the books and records of Borrower to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) Business Days after the date of this Agreement (or ten (10) Business Days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender's request, Borrower shall bear immediately deliver to Lender the risk following items for which Lender must receive possession to obtain a perfected security interest: all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower Obligors at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Borrower Each Obligor 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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first third Business Day following such occurrence after Borrower or any one of its officers, directors or members of senior management becomes aware of it and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but Lender shall remit the amount of such excess to Borrower within two Business Days. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrowereither Obligor, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof either Obligor. Borrower Obligors shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower Obligors shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) either Obligor that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Obligors. (e) Borrower As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Obligors (the results of which are to be consistent with Obligors' representations and warranties under this Agreement), all at Obligors' expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Obligors and the Secretary of State and local filing offices of each jurisdiction where Obligors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Each Obligor (i) shall bear provide prompt written notice to its current bank to transfer all items, collections and remittances to the risk of loss on Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all CollateralAccounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, regardless of whether such Collateral is in the possession or control of Borrower, and each Obligor hereby authorizes Lender, upon any failure to send such notices and directions within ten calendar days after the date of this Agreement (or ten calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender's lien on any collateral and effectuate the intentions of the Loan Documents. At Lender's request, each Obligor shall immediately deliver to Lender all items for which Lender must receive possession to obtain a bailee or perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 10,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours and, upon reasonable advance notice to Borrower if no Event of Default has occurred and is continuing, in the name of Lender or Lender, any designee of Lender or Borrower, to review the books and records of Borrower verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Borrower and the Secretary of State and local filing offices of each jurisdiction where Borrowers maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) Business Days after the date of this Agreement (or ten (10) Business Days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts and Collateral in the possession of Custodian) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18A hereto, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such location, and in any case shall not be moved from such locations without outside the continental United States. Borrower hereby agrees to deliver, or cause to be delivered, to Custodian, the Custodian Deliverables with respect to each Pledged Loan (iother than as it relates to an Approved Syndicated Loan) providing prior written notice within five (5) Business Days after the related Borrowing Date. All Pledged Loans shall, regardless of their location, be deemed to Lender be under Agent’s dominion and control (with files so labeled) and deemed to be in accordance with Section 6.15, and (ii) obtaining the prior written consent Agent’s possession. Any of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's Agent’s officers, employees employees, representatives or agents shall have the rightright upon reasonable notice, at any time or times hereafterduring normal business hours, in the name of Lender Agent or any designee of Lender Agent or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mailthe Collateral, telephone, telegraph or otherwiseincluding inventory appraisals. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collectionprocess or inventory appraisals. 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 any Person owing amounts pursuant to Pledged Loans that their Pledged Loan has been assigned to Agent and to collect such amounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrower, provided, however Borrower shall endeavor in the first instance to make collection of such amounts for Agent. (b) As and when determined by Agent in its Accounts for Lendersole discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower are organized and/or maintain their executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Within five (5) Business Days after the applicable Borrowing Date, Borrower shall deliver, or cause to be delivered, to Agent or Custodian any Attached Equity Interests and all items of Collateral that Agent must receive possession of to obtain a first-priority perfected Lien in such Collateral to the extent not already in the possession of Agent or Custodian. (d) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its sole discretion. Lender shall have the right If requested by Agent upon or at any time after the occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to notify Account Debtors (subject Agent, formal written assignments of all of its Pledged Loans as Agent may request, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Pledged Loans exceed the amount of the outstanding Obligations, upon confirmation by Agent of such excess amount and so long as no Default or Event of Default has occurred and is continuing, such excess amount shall be refunded to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderBorrower upon written request in accordance with the terms of this Agreement. (e) Borrower hereby agrees to take the following protective actions to prevent destruction of records pertaining to Borrower’s Collateral: (i) if Borrower maintains its Collateral records on a manual system, such records shall be kept in a fire proof room or on no less than thirty (30) calendar days following the end of each calendar month, a record of all payments on Pledged Loans and all other matters relating to the Collateral shall be placed in an off-site safety deposit box (and Agent shall have access to such safety deposit box); or (ii) if the Collateral records are computerized, Borrower agrees to create an electronic “back-up” of the computerized information and to provide Agent monthly with an electronic copy of such “back-up” information (A) prior to the Closing Date and (B) no later than thirty (30) days following the end of each calendar month following the Closing Date. (f) Promptly upon learning of the anticipated payment in full of any Pledged Loan, Borrower shall give written notice thereof to Agent. Within two (2) Business Days after the actual payment in full of any Pledged Loan and delivery of the proceeds thereof to the Blocked Account in accordance with Section 2.4 hereof, Borrower shall give written notice thereof to Agent and Custodian of such payment. (g) Notwithstanding anything set forth herein to the contrary, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then upon Agent’s receipt of (i) a written request for the release of Agent’s Lien on any Pledged Loan, (ii) unless otherwise agreed to in writing by Agent in its sole discretion, evidence acceptable to Agent that such Pledged Loan is being sold to a third-party, non-Affiliate of Borrower on an arms-length basis for which purchase no Affiliate of Borrower is providing seller financing in connection with such sale and (iii) receipt of payment (or payment into escrow pursuant to a mechanism acceptable to Agent) of an amount equal to (A) 100% of the net proceeds of the sale of such Pledged Loan plus (B) the amount required (if any) to cause borrower to be in compliance with Section 2.6 hereof following the release of such Pledged Loan, Agent shall, promptly, at Borrower’s cost and expense, deliver to Borrower (i) any Collateral relating to such Pledged Loan and (ii) Borrower-prepared release, satisfaction, discharge and/or termination agreements or similar instruments or filings in relation to such related Collateral and any other UCC or similar filings made by Agent in relation thereto, in form and substance reasonably satisfactory to Agent. Upon the request of Borrower, Agent agrees to provide a payoff letter, in form and substance acceptable to Agent, for the release of Agent’s Lien on any such Pledged Loan, subject to the terms and conditions of this Section 2.11(g). Borrower shall bear the risk responsibility of loss on recording any such documents and shall bear all Collateralout-of-pocket expenses (including, regardless without limitation, legal fees and disbursements of whether such Collateral is in the possession or control of Borrower, Lender, a bailee Agent or any other PersonLender) in connection with such payoff letter, release, reassignment and delivery.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldUnited States. (b) Borrower shall keep commercially reasonable accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis bases as Lender shall may reasonably request a sales (but unless an Event of Default has occurred and collections report for the preceding periodis continuing, in form satisfactory to Lendernot more frequently than monthly). In addition, if (i) Accounts of Borrower in an aggregate face amount in excess of $50,000.00 40,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts Eligible Receivables and (ii) Borrower has borrowed fifty percent (50%) or otherwisemore of its Availability and such amount is currently outstanding, then Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence Borrower’s knowledge thereof and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and during the continuance of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mailof Borrower which, telephone, telegraph prior to the occurrence or otherwisecontinuation of a Default or Event of Default shall not include the right to contact Borrower’s customers or account debtors. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement) once per calendar quarter prior to the occurrence and continuation of any Default or Event of Default at Borrower’s expense, and following the occurrence and continuation of a Default or Event of Default, as often as Lender reasonably shall bear the risk of loss on deem appropriate, all Collateral, regardless of whether such Collateral is at Borrower’s expense: (i) UCC searches in the possession or control state of Borrower’s formation; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, a bailee upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor) after the occurrence and during the continuance of an Event of Default, to send any other Personand all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request request, but not more often than monthly, a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following the date it became aware of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly monthly (or dailymore frequently upon and during the continuance of an Event of Default), which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time all times after the occurrence and during the continuance of an Event of Default, to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge reasonable collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsfunds required to be deposited in the Lockbox Accounts) shall will at all times be kept by Borrower at its principal office(sthe locations (including warehouses) as set forth on Schedule 4.15 5.18 hereto and shall not, without concurrent written notice to Lender, be moved therefrom and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis as Lender shall request a sales and collections report for may request. After the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or during normal business hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collectionLender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors owing Accounts to Borrower that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), at Borrower’s reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower maintains its executive offices, a place of business or assets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall endeavor provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the Lockbox Account as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. (g) As of the Closing Date, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including securities accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, securities account or commodities account of Borrowers is maintained). (h) Borrowers will conduct a physical count of the Inventory at least twice per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s expense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (j) Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the first instance ordinary course of business, made while no Default exists and in amounts which are not material with respect to make collection the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of its Accounts for Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to notify the obligation of any Account Debtors Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts. (k) Without limiting the generality of Sections 2.10(g) and (j): (A) Borrowers shall deliver to Lender all tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to applicable law regarding Medicaid/Medicare Account Debtorsthe security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents. (B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Accounts have been assigned Lender may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Lender. (eC) Borrowers shall promptly advise Lender upon any Borrower shall bear becoming aware that it has any interests in any commercial tort claim that constitutes part of the risk of loss on all Collateral, regardless which such notice shall include descriptions of whether the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim. (D) Except for Accounts and Inventory in an aggregate amount of $25,000, no Accounts or Inventory or other Collateral is shall at any time be in the possession or control of Borrowerany warehouse, Lenderconsignee, a bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control; provided, however, that for Collateral located at the Creekside Springs, LLC facilities no such consent shall be required unless the value of the Collateral exceeds $30,000 at any time; provided, further, that for Collateral located at the Unix Packaging, Inc. facility the value of the Collateral shall not exceed $250,000 at any time. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (E) Borrowers shall cause all equipment and other Persontangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all certificates of title, applications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender. (F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof. (G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may request, to comply with any such applicable Law. (H) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.

Collateral Administration. (a) All Subject to Section 6.15 all Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 EXHIBIT C of this Agreement and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report account receivable aging summaries for the preceding period, in the form satisfactory previously delivered to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsfunds required to be deposited in the Lockbox Accounts) shall will at all times be kept by Borrower at its principal office(sthe locations (including warehouses) as set forth on Schedule 4.15 5.18 hereto and shall not, without concurrent written notice to Lender, be moved therefrom and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis as Lender shall request a sales and collections report for may request. After the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or during normal business hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collectionLender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors owing Accounts to Borrower that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), at Borrower’s reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower maintains its executive offices, a place of business or assets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall endeavor provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the Lockbox Account as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. (g) As of the Closing Date, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account or commodities account of Borrowers is maintained). (h) Borrowers will conduct a physical count of the Inventory at least twice per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s expense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (j) Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the first instance ordinary course of business, made while no Default exists and in amounts which are not material with respect to make collection the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of its Accounts for Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to notify the obligation of any Account Debtors Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts. (k) Without limiting the generality of Sections 2.10(g) and (j): (A) Borrowers shall deliver to Lender all tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to applicable law regarding Medicaid/Medicare Account Debtorsthe security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents. (B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Accounts have been assigned Lender may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Lender. (eC) Borrowers shall promptly advise Lender upon any Borrower shall bear becoming aware that it has any interests in any commercial tort claim that constitutes part of the risk of loss on all Collateral, regardless which such notice shall include descriptions of whether the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim. (D) Except for Accounts and Inventory in an aggregate amount of $25,000 and Inventory or other Collateral is in transit, no Accounts or Inventory or other Collateral shall at any time be in the possession or control of Borrowerany warehouse, Lenderconsignee, a bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (E) Borrowers shall cause all equipment and other Persontangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all certificates of title, applications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender. (F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof. (G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may request, to comply with any such applicable Law. (H) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.

Collateral Administration. (a) All Collateral (except deposit accountsfunds required to be deposited in the Controlled Deposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 secure servers consistent with past practice and shall not be moved from such locations without (i) providing prior written notice subject to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldcustomary cloud subscription agreements. (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 basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related theretomay reasonably request. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or during normal business hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors owing Accounts to Borrower that (subject to applicable law regarding Medicaid/Medicare Account Debtorsi) that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge reasonable collection costs and expenses, including reasonable attorneys’ fees, to Borrower, and (ii) Borrower has waived any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by ▇▇▇▇▇▇ to obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or other Collateral. (e) As and when determined by Lender in its Permitted Discretion not to exceed once per calendar quarter absent an Event of Default or Lender receiving notice from its UCC monitoring system that a Lien has been filed against Borrower, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), at Borrower’s reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where ▇▇▇▇▇▇▇▇ is organized; and (ii) bankruptcy, judgment, federal, state and local tax lien and litigation searches, in each jurisdiction in which such actions, or Liens may be recorded. (f) Borrower (i) shall direct each Account Debtor to make payments to the Concentration Account as set forth in Section 2.5, and (ii) hereby authorizes ▇▇▇▇▇▇, upon any failure to send such notices and directions within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by ▇▇▇▇▇▇ to secure Lender and effectuate the intentions of the Loan Documents. (g) As of the Closing Date, no Person other than the Lender has “control” (as defined in Article 9 of the UCC) over any Controlled Deposit Accounts. (h) After the occurrence and during the continuance of an Event of Default, Lender may elect to exercise any and all of the rights and remedies of Borrower under the Permits, without any interference from ▇▇▇▇▇▇▇▇, and Borrower shall bear cooperate in causing the risk Governmental Authorities, contractors, or purchasers and lessees to comply with all the terms and conditions of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other PersonLicenses.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 hereto and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first within five (5) Business Day Days following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) As between Borrower and Lender, Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person, provided that Lender agrees to treat any Collateral in its possession in a commercially reasonable manner.

Collateral Administration. (a) All tangible Collateral (except deposit accountsexcluding Lockbox Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $50,000.00 25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailythat are Eligible Receivables monthly as Lender may request, which shall include including all Accounts that have been are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt). (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors (subject owing Accounts that are Eligible Receivables to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets. (f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 EXHIBIT D hereto and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Qualified Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender▇▇▇▇▇▇, Borrower ▇▇▇▇▇▇▇▇ shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys' fees to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsfunds required to be deposited in the Lockbox Accounts) shall will at all times be kept by Borrower at its principal office(sthe locations (including warehouses) as set forth on Schedule 4.15 5.18 hereto and shall not, without concurrent written notice to Lender, be moved therefrom and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis as Lender shall request a sales and collections report for may request. After the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or during normal business hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collectionLender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors owing Accounts to Borrower that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), at Borrower’s reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower maintains its executive offices, a place of business or assets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall endeavor provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the Lockbox Account as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. (g) As of the Closing Date, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including securities accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, securities account or commodities account of Borrowers is maintained). (h) Borrowers will conduct a physical count of the Inventory at least once per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s expense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (j) Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the first instance ordinary course of business, made while no Default exists and in amounts which are not material with respect to make collection the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of its Accounts for Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to notify the obligation of any Account Debtors Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts. (k) Without limiting the generality of Sections 2.10(g) and (j): (A) Borrowers shall deliver to Lender all tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to applicable law regarding Medicaid/Medicare Account Debtorsthe security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents. (B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Accounts have been assigned Lender may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Lender. (eC) Borrowers shall promptly advise Lender upon any Borrower shall bear becoming aware that it has any interests in any commercial tort claim that constitutes part of the risk of loss on all Collateral, regardless which such notice shall include descriptions of whether the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim. (D) Except for Accounts and Inventory in an aggregate amount of $25,000, no Accounts or Inventory or other Collateral is shall at any time be in the possession or control of Borrowerany warehouse, Lenderconsignee, a bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (E) Borrowers shall cause all equipment and other Persontangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all certificates of title, applications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender. (F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof. (G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may reasonably request, to comply with any such applicable Law. (H) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts and equipment located at the premises of clients and used in their ordinary course of business) shall will at all times be kept by Borrower Borrowers at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto, and such other locations as Borrowers shall identify to Agent upon ten (10) calendar days prior written notice, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Each Borrower shall 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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent may request. In addition, if Accounts of any Borrower in an aggregate face amount in excess of $50,000.00 200,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower Borrowers shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower after the occurrence and during the continuance of an Event of Default, Borrowers shall execute and deliver to Lender Agent formal written assignments of all of its Accounts weekly or dailydaily as Agent may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrowers, but shall be available to Borrowers upon Borrowers' written request. (c) Whether or not an Event of Default has occurred, any of LenderAgent's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Agent, any designee of Lender Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts by mailof Borrower; provided that unless an Event of Default has occurred and is continuing, telephone, telegraph or otherwisesuch verification shall only verify account balances and shall not give notice of Agent's security interest. Borrower Borrowers shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for LenderAgent. Lender Agent shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrowers other than Medicaid/Medicare Account Debtors that their 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 Borrowers, and (subject ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims they may have or could interpose in any such action or procedure brought by Agent to applicable law regarding obtain a court order recognizing the collateral assignment or security interest and lien of Agent in and to any Account or other Collateral payable by Medicaid/Medicare Account Debtors and that Agent is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Agent in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrowers and Guarantors (the results of which are to be consistent with Borrowers' representations and warranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Borrower and/or any Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, provided that unless an Event of Default shall bear have occurred and during the risk continuance thereof, the Borrowers shall not be required to pay for more than one such search in any fiscal quarter under clause (i) and clause (ii) above. (f) Borrowers (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than a Private Pay Debtor) directing them to make payments to the appropriate Lockbox Account, and Borrowers hereby authorizes Agent, upon any failure to send such notice and directions within ten (10) calendar days after the date of loss on this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor (other than a Private Pay Debtor)), to send any and all Collateralsimilar notices and directions to such Account Debtors and (iii) shall do such further acts and deeds that may be lawfully required by Agent to make, regardless of whether such Collateral is create, maintain, continue or perfect Agent's security interest in the Lockbox Accounts or the Collateral. At Agent's request, Borrowers shall immediately deliver to Agent all items for which Agent must receive possession or control to obtain a perfected security interest and all notes, certificates, and documents of Borrowertitle, LenderChattel Paper, a bailee or warehouse receipts, Instruments, and any other Personsimilar instruments constituting Collateral except for promissory notes in a principal amount less than $100,000 provided that the aggregate principal amount of all such promissory notes shall be less than $500,000.

Collateral Administration. (a) All Except as permitted pursuant to Sections 7.8(a) and 7.8(b), all Collateral (except deposit accountsDeposit Accounts and Collateral having an aggregate value of $50,000 or less at any one location) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved from outside the continental United States. Whether or not an Event of Default has occurred, any of the Agent’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, any designee of Agent, or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such locations without verification process. Notwithstanding anything in this subsection to the contrary, Agent shall have the right at all times after the occurrence and during the continuation of an Event of Default to notify Persons owing Accounts to Borrower that their 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 Borrower. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining below against Borrower or any Guarantor (the prior written consent results (i) upon Borrower’s request and at Borrower’s expense, provide copies of Lender, any such searches to Borrower and (ii) will use a search service with which consent shall not be unreasonably withheldAgent has a discount arrangement in an effort to minimize the expense of such searches. (bc) Upon Agent’s request, Borrower shall immediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall 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 basis bases as Lender shall Agent may request a sales and collections report for the preceding period, in form satisfactory to Lenderits Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts Eligible Billed Receivables or otherwiseEligible Unbilled Receivables, Borrower shall notify Lender Agent of such occurrence on the first within two (2) Business Day Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAfter the occurrence and during the continuation of an Event of Default, and upon Agent’s request, Borrower shall execute and deliver to Lender Agent formal written assignments of all of its Accounts weekly or dailydaily as Agent may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto. (ce) Whether or Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to any Account Debtor not remitting to the Blocked Account, to do so promptly, (ii) after the occurrence and during the continuation of an Event of Default Default, and upon Agent’s request, shall provide prompt written notice to each Account Debtor that Agent has occurredbeen granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and shall direct each Account Debtor to make payments directly to Lender’s Concentration Account; and (iii) shall do anything further that may be lawfully required by Agent to secure Agent, for the benefit of itself and Lenders, and to effectuate the intentions of the Loan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and directions within twenty (20) calendar days after the date of Lender's officersthis Agreement (or twenty (20) calendar days after the Person becomes an Account Debtor), employees or agents shall have and for purposes of clause (ii) hereof, promptly following the right, at any time or times hereafter, in the name occurrence and continuation of Lender or any designee such Event of Lender or BorrowerDefault, to verify the validity, amount or send any other matter relating and all similar notices and directions to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall will keep accurate and complete records of its Accounts and Franchise Agreements and all payments and collections thereon thereon, and shall all of the other Collateral, and Borrower will submit to Lender on such periodic basis as Lender shall will request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall will execute and deliver to Lender formal written collateral assignments of all of its Accounts Accounts, Franchise Agreements and leases weekly or daily, which shall will include all Accounts Accounts, Franchise Agreements and leases that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (cb) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall will have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify with any Account Debtor or the obligor under any Franchise Agreements the validity, amount amount, or any other matter relating to any Accounts or Franchise Agreement by mail, telephone, telegraph or otherwise. Borrower shall will cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (dc) To expedite collection, Borrower shall will endeavor in the first instance to make collection of its Accounts and Royalties for Lender. Lender shall have retains the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) and Franchisees that Accounts and Royalties have been pledged and assigned to LenderLender and to collect Accounts and Royalties directly in its own name and to charge the collection costs and expenses, including reasonable attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 hereto and ------------- shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times upon the occurrence of and during the existence of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower Borrowers at its their respective principal office(s) as set forth on Schedule 4.15 4.15(a) or at the principal office of Ensign Facility Services, Inc. as set forth on Schedule 4.15(a) and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 100,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseotherwise (excepting those Accounts which become ineligible merely by reason of their age, Borrower for which no such notification is required), Borrowers shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to Lender weekly formal written assignments of all of its Accounts weekly or dailyAccounts, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or BorrowerBorrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and actual expenses, including attorneys’ fees, to Borrowers. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 SCHEDULE 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Borrower shall 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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent may request. In addition, if Borrower has actual knowledge that Accounts of Borrower in an aggregate face amount in excess of $50,000.00 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent after an Event of Default, Borrower shall execute and deliver to Lender Agent formal written assignments of all of its Accounts weekly or dailydaily as Agent may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower but shall be available to Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, any of Lenderthe Agent's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Agent, any designee of Lender Agent or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for LenderAgent, for the account of Lenders. Lender Agent shall have the right at any time all times after the occurrence of an Event of Default and after written notice to Borrower to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderAgent, for the benefit of itself and Lenders, and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. (e) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors (A) are organized and (B) maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account (unless such notices have already been sent), and Borrower hereby authorizes Agent and/or Lenders, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Agent and/or any Lender to secure Agent, for the benefit of itself and Lenders, and effectuate the intentions of the Loan Documents. At Agent's request, Borrower shall bear the risk immediately deliver to Agent all items for which Agent must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of Borrowerchattel paper, Lenderwarehouse receipts, a bailee or instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and ------------- shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailyon a quarterly basis, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom unless Lender has entered into the necessary documents to perfect and enforce its security interest therein at such new location, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 30,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If Following the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to Lender formal written assignments (or, in the case of Medicaid/Medicare Account Debtors, documents necessary to comply with the Federal Assignment of Claims Act) of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower's written request. (c) Whether Following an occurrence or not during the continuance of an Event of Default has occurredDefault, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseInventory of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower, and (subject ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to applicable law regarding obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its sole discretion but not more often than four (4) times per year prior to the occurrence and continuance of an Event of Default, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender. , upon any failure to send such notices and directions within ten (e10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender's lien on any collateral and effectuate the intentions of the Loan Documents. At Lender's request, Borrower shall bear the risk immediately deliver or make arrangements to deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsfunds required to be deposited in the Lockbox Accounts) shall will at all times be kept by Borrower Borrowers at its principal office(s) as the locations set forth on Schedule 4.15 5.17B hereto and shall not, without concurrent written notice to Lender, be moved therefrom and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Borrower Borrowers shall keep accurate and complete records of its their Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender shall request a sales and collections report for may request. After the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower Borrowers shall execute and deliver to Lender formal written assignments of all of its their Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrowers, but shall be available to Borrowers upon Borrowers’ written request. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrowerduring normal business hours upon reasonable prior notice to Borrowers, to verify the validity, amount or any other matter relating to any Accounts of Borrowers; provided, however, Lender shall provide Borrower with 24 hours prior notice, unless such prior notice is otherwise waived by mailBorrower, telephonebefore Lender may visit any of Borrower’s offices or properties or any other place where Collateral is located for the purpose set forth in this Section unless such visit is otherwise permitted hereunder or pursuant to the other Loan Documents; provided, telegraph or otherwisefurther, upon the occurrence and during the continuance of an Event of Default, Lender shall not be required to give such prior notice to any Borrower. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrowers other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrowers, and (subject ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Lender to applicable law regarding obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) Borrower As and when determined by Lender in its Permitted Discretion, Lender shall bear have the risk right to perform the searches described in clauses (i) and (ii) below against Borrowers and Guarantors (the results of loss on which are to be consistent with Borrowers’ representations and warranties under this Agreement), at Borrowers’ reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrowers maintain their respective executive offices, a place of business or assets or in which they are organized; and (ii) bankruptcy, judgment, federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrowers (i) shall provide prompt written notice to their current bank to transfer all Collateralitems, regardless collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account as set forth in Section 2.5, and Borrowers hereby authorize Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of whether this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. (g) No Accounts or other Collateral is shall at any time be in the possession or control of Borrowerany warehouse, Lenderconsignee, a bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (h) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. (i) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other Personinformation, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18 hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 250,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day report due on the fifteenth (15th) day of each month unless an earlier Request for Advance is submitted following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to the Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, any of the Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence of an Event of Default to notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower, and (subject ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to applicable law regarding obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its reasonable discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) below. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) upon Lender's request after an Event of Default shall have occurred and be continuing, shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender. , upon any failure to send such notices and directions within ten (e10) calendar days (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors as set forth on Schedule 2.16 hereto, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender's request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of Borrowerchattel paper, Lenderwarehouse receipts, a bailee or instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral (except deposit accounts) shall at all times be kept by Borrower each Secured Credit Party at its principal office(s) as set forth on Schedule 4.15 the Information Certificate and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15Agent, and (ii) obtaining the prior written consent of LenderAgent, which consent shall not be unreasonably 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 to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 500,000 for any single Account Debtor become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Eligible Accounts or otherwise, Borrower shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of LenderAgent's officers, employees or agents shall have the right, at any time or 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 each 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 promptly 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) To expedite collection, Borrower shall, and shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for LenderAgent. Lender 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 Medicaid/Medicare Governmental Account Debtors) that Accounts have been assigned to LenderAgent and, after the occurrence and during the continuation of an Event of Default that payment of such Accounts shall be made directly by such Account Debtors to Agent (and once such notice/instruction has been given to an Account Debtor, no Credit Party shall give any contrary instructions to such Account Debtor without Agent's prior written consent). (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lenderanother 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 signature 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, in its discretion may determine. Each Secured Credit Party agrees to comply with the requirements of all 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 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 Secured Credit Party, each Secured Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by the Secured Credit Party.

Collateral Administration. (a) All Collateral (except deposit accounts, and finished goods and inventory disposed of or held in the possession of Borrower's distributors and field service personnel or held on consignment in connection with clinical trials being conducted by or on Borrower's behalf or utilized in trade shows, all being in the normal course of Borrower's business) shall at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Qualified Accounts in an aggregate face amount in excess of $50,000.00 500,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first within three (3) Business Day Days following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender on the occurrence of an Event of Default or any event which with the giving of notice of lapse of time or both would constitute an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, on prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without 30 calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved from such locations without outside the continental United States or, in the case of Ramsay Youth Services Puerto Rico, Inc., a Puerto Rico corporation (i) providing prior written notice to Lender in accordance with Section 6.15"RY PUERTO RICO"), and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldPuerto Rico. (b) Borrower shall 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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent may request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower shall execute and deliver to Lender Agent formal written assignments of all of its Accounts weekly or dailydaily as Agent may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower but shall be available to Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, any of Lenderthe Agent's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Agent, any designee of Lender Agent or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for LenderAgent, for the account of Lenders. Lender Agent shall have the right at any time all times after the occurrence of an Event of Default to notify (i) Account Debtors owing Accounts to Borrower, other than Medicaid/Medicare Account Debtors, that their Accounts have been assigned to Agent, for the benefit of itself and Lenders, and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower, and (subject ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Agent to applicable law regarding obtain a court order recognizing the assignment or security interest and lien of Agent, for the benefit of itself and Lenders, in and to any Account or other Collateral and that Agent is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Agent, for the benefit of itself and Lenders, in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Agent in its sole discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors (A) are organized and (B) own or lease any real or personal property; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall, during an Event of Default, provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Agent has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to Lender. such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Agent and/or Lenders, upon any failure to send such notices and directions within 10 calendar days after the date of this Agreement (eor 10 calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Agent and/or any Lender to secure Agent, for the benefit of itself and Lenders, and effectuate the intentions of the Loan Documents. At Agent's request, Borrower shall bear the risk immediately deliver to Agent all items for which Agent must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of Borrowerchattel paper, Lenderwarehouse receipts, a bailee or instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule SCHEDULE 4.15 hereto and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence (or immediately upon Borrower's preparation of a monthly aging schedule if the reason for ineligibility is that the Account has remained unpaid for longer than the applicable period for Qualified Accounts), and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 hereto and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 250,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time all times after the occurrence and during the continuance of an Event of Default, to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the reasonable collection costs and expenses,including reasonable attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All tangible Collateral (except deposit accountsCollateral in the possession of Backup Servicer or Agent) shall will at all times be kept by Borrower or Servicer at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such location, and in any case shall not be moved from such locations without (i) providing prior written notice outside the continental United States. B▇▇▇▇▇▇▇ hereby agrees to Lender in accordance with Section 6.15deliver to the Agent and Backup Servicer or, and (ii) obtaining upon the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in Agent, to the definition of Qualified Accounts Servicer, on or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted prior to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of each Revolving Advance, the last assignmentVerification Deliverables for each Lease that is to be added to the Collateral in connection with such Revolving Advance. From and after the funding of each Advance hereunder, together with copies the originals of claimsall Leases constituting Collateral in respect of such Advance shall, invoices or other information related thereto. (c) Whether or not an Event regardless of Default has occurredtheir location, any be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. Any of Lender's Agent’s officers, employees employees, representatives or agents agents, including, without limitation, Backup Servicer, shall have the rightright upon reasonable notice, at any time or times hereafterduring normal business hours, in the name of Lender Agent or any designee of Lender Agent or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwisethe Collateral. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. In addition to 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 Account Lessees party to Leases held by Borrower that their Leases have been assigned to Agent and to collect such Leases directly in Agent’s own name, for the benefit of itself and the Lenders, and to charge collection costs and expenses, including attorney’s fees, to Borrower. (b) As and when determined by Agent in its sole discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower, Servicer and Holdings: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower, Servicer or Holdings is organized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. (c) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its Permitted Discretion. (d) To expedite collectionIn respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable Law, Borrower shall endeavor deliver to Agent or, at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts Obligations have been assigned fully satisfied or Agent expressly agrees to Lenderrelease such custody of such documents. In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, and to cause Servicer to, take the following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall bear be available to Agent at all times) shall have the risk of loss on right to access and review any and all CollateralPortfolio Documents in Borrower’s or Servicer’s possession and any and all data and other information relating to Portfolio Documents as may from time to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, regardless of whether such Collateral is in the possession or control of Borrowerwithout limitation, Lenderdiskettes, a bailee or any tapes and other Personcomputer software and computer systems.

Collateral Administration. (a) All tangible Collateral (except deposit accountsCollateral in the possession of Lender) shall will at all times be kept by Borrower Borrowers at its the principal office(soffices of Borrowers and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom to another location as set forth on Schedule 4.15 specified in such notice, and in any case shall not be moved from such locations without (i) providing prior written notice outside the continental United States. All receivables constituting Collateral shall, regardless of their location, be deemed to Lender be under Lender’s dominion and control and the related receivable documents shall be deemed to be in accordance with Section 6.15, Lender’s possession and (ii) obtaining the prior written consent control. Any of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the rightright upon reasonable written notice (email shall suffice), at any time or times hereafterduring normal business hours, in the name of Lender or any designee of Lender or BorrowerLender, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwisethe Collateral. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection. In addition to any provision of any Loan Document, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors (subject that all receivables of Borrowers including, if to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts , their receivables have been assigned to Lender and that all collections from such receivables shall be paid directly to Lender, and (ii) to charge Borrowers for any collection costs and expenses, including reasonable attorney’s fees, incurred by Lender. (eb) Borrower As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where such Borrowers is organized; (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrowers maintains its jurisdiction of organization, executive offices, a place of business or any assets; and (iii) U.S. Bankruptcy court searches. (c) Borrowers shall bear keep accurate and complete records of the risk of loss on all Collateral, regardless and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender may request in writing (email shall suffice) in its reasonable discretion. Upon the receipt of whether such Collateral is in written notice from Lender following the possession or control occurrence and continuation of Borroweran Event of Default, Borrowers shall cooperate and cause Borrowers to cooperate with Lender, and if Lender elects to attach or associate in electronic format a bailee notation, legend, stamp or other identification to all or any portion of the Collateral to evidence the pledge thereof to Lender, such notation, legend, stamp or other Personidentification shall be in form and substance acceptable to Lender in its sole discretion.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower Borrowers at its their respective principal office(s) as set forth on Schedule 4.15 4.15(a) or at the principal office of Ensign Facility Services, Inc. as set forth on Schedule 4.15(a) and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseotherwise (excepting those Accounts which become ineligible merely by reason of their age, for which no such notification is required). Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to Lender weekly formal written assignments of all of its Accounts weekly or dailyAccounts, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom unless Lender has entered into the necessary documents to perfect and enforce its security interest therein at such new location, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 30,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If Following the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to Lender formal written assignments (or, in the case of Medicaid/Medicare Account Debtors, documents necessary to comply with the Federal Assignment of Claims Act) of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether Following an occurrence or not during the continuance of an Event of Default has occurredDefault, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseInventory of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower, and (subject ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to applicable law regarding obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its sole discretion but not more often than four (4) times per year prior to the occurrence and continuance of an Event of Default, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender. , upon any failure to send such notices and directions within ten (e10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver or make arrangements to deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 Exhibit C hereto and shall not not, without prior notice to Lender, be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldtherefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall reasonably request a sales and collections report for the preceding period, in form reasonably satisfactory to Lender. In addition, if Borrower's chief financial officer has actual knowledge that Accounts in an aggregate face amount in excess of $50,000.00 have become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender upon an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuation of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) in the event that Borrower and Lender enter into a Lockbox Account other than the one in existence as of the Closing Date, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts and Collateral in the possession of Agent) shall will at all times be kept by Borrower Borrowers at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such location, and in any case shall not be moved from outside the continental United States. Whether or not an Event of Default has occurred, any of Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to the Collateral. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such locations without (i) providing prior written notice verification process. In addition to Lender 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 Borrowers that their Accounts have been assigned to Agent and to collect such Accounts directly in accordance with Section 6.15its own name and to charge collection costs and expenses, and (ii) obtaining including reasonable attorney's fees, to Borrowers. Borrowers shall endeavor in the prior written consent first instance to make collection of Lendertheir respective Accounts for Agent, which consent shall not be unreasonably withheldfor the account of Lenders. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrowers (the results of which are to be consistent with Borrowers' representations and warranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Borrower and/or any Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Agent's request, Borrowers shall promptly deliver to 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 constituting Collateral, in each case to the extent not already in possession of Agent. (d) Borrowers shall, and shall cause their Subsidiaries to, keep accurate and complete records of its Accounts the Collateral and all payments and collections thereon and shall submit such records to Lender Agent on such periodic basis bases as Lender shall Agent may request a sales and collections report for the preceding period, in form satisfactory to Lenderits Permitted Discretion. In addition, if Accounts of Borrowers in an aggregate face amount in excess of $50,000.00 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower Borrowers shall notify Lender Agent of such occurrence on the first no later than five (5) Business Day Days following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. In addition, if any Eligible Equipment of Borrower the purchase of which was in part funded by any Draw, becomes ineligible because it falls within one of the specified categories of ineligibility set forth in the definition of Eligible Equipment, Borrowers shall notify Agent of such occurrence within five (5) Business Days following such occurrence. If requested by LenderAgent upon or at any time after the occurrence and during the continuation of an Event of Default, Borrower Borrowers shall execute and deliver to Lender Agent, and shall cause each of their Subsidiaries to execute and deliver, formal written assignments of all of its their respective Accounts weekly or dailyas Agent may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto. (c) Whether or . To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not an Event accrue interest in favor of Default has occurred, any Borrowers but shall be available to Borrowers upon written request in accordance with the terms of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lenderthis Agreement. (e) Borrower Borrowers (i) shall bear provide prompt written notice to their current bank to transfer all items, collections and remittances to the risk Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Agent, for itself and the benefit of loss on the Lenders, has been granted a lien and security interest in, upon and to all CollateralAccounts payable by such Account Debtor, regardless shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account, in each case not later than (A) ten (10) calendar days after the occurrence of whether an Event of Default, or (B) ten (10) calendar days after the Person becomes an Account Debtor, and hereby authorize Agent and/or Lenders, upon any failure to send such Collateral is directions within the applicable time period, to send any and all similar directions or notice to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Agent in its Permitted Discretion to secure Agent, for the possession or control benefit of Borroweritself and Lenders, Lender, a bailee or any other Personand effectuate the intentions of the Loan Documents.

Collateral Administration. (a) All Collateral (except deposit accountsfunds required to be deposited in the Lockbox Accounts) shall will at all times be kept by Borrower at its principal office(sthe locations (including warehouses) as set forth on Schedule 4.15 5.18 hereto and shall not, without concurrent written notice to Lender, be moved therefrom and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15outside the continental United States or Canada, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldas applicable. (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 basis as Lender shall request a sales and collections report for may request. After the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or during normal business hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collectionLender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors owing Accounts to Borrower that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), at Borrower’s reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower maintains its executive offices, a place of business or assets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall endeavor provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the Lockbox Account as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. (g) As of the Closing Date, except as disclosed on Schedule 5.3, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account or commodities account of Borrowers is maintained). (h) Borrowers will conduct a physical count of the Inventory at the locations which contain Eligible Inventory at least once per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s expense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (j) Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the first instance ordinary course of business, made while no Default exists and in amounts which are not material with respect to make collection the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of its Accounts for Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to notify the obligation of any Account Debtors Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts. (k) Without limiting the generality of Sections 2.10(g) and (j): (A) Borrowers shall deliver to Lender all tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to applicable law regarding Medicaid/Medicare Account Debtorsthe security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents. (B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Accounts have been assigned Lender may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Lender. (eC) Borrowers shall promptly advise Lender upon any Borrower shall bear becoming aware that it has any interests in any commercial tort claim that constitutes part of the risk of loss on all Collateral, regardless which such notice shall include descriptions of whether the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim. (D) No Accounts or Inventory or other Collateral is shall at any time be in the possession or control of Borrowerany warehouse, Lenderconsignee, a bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (E) Borrowers shall cause all equipment and other Persontangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all certificates of title, applications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender. (F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof. (G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may request, to comply with any such applicable Law. (H) Borrower shall provide Lender with a letter agreement acceptable in form and substance to Lender with regards to each manufacturer of Borrower that as of the Closing Date and from time to time thereafter accounts at any time for five percent (5%) or more of Borrower’s aggregate Inventory pursuant to which such manufacturer shall (i) consent to the assignment by Borrower to Lender of all of Borrower’s rights and remedies under such manufacturing agreement and (ii) upon the occurrence of an Event of Default hereunder, agree to work with Lender to complete the production of any Inventory that manufacturer is manufacturing on behalf of Borrower at such time. (I) Borrower shall provide Lender with a collateral assignment acceptable in form and substance to Lender of each Services Outsourcing Agreement entered into by Borrower as of the Closing Date from time to time thereafter, including without limitation the ▇▇▇▇▇▇▇ Agreement, which collateral assignment shall be by and between Borrower and Lender and acknowledged by each Servicer party to such Services Outsourcing Agreement. (J) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, -------------- without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldUnited States. (b) Borrower shall keep commercially reasonable accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis bases as Lender shall may reasonably request a sales (but unless an Event of Default has occurred and collections report for the preceding periodis continuing, in form satisfactory to Lendernot more frequently than monthly). In addition, if (i) Accounts of Borrower in an aggregate face amount in excess of $50,000.00 40,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts Eligible Receivables and (ii) Borrower has borrowed fifty percent (50%) or otherwisemore of its Availability and such amount is currently outstanding, then Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence Borrower's knowledge thereof and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and during the continuance of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mailof Borrower which, telephone, telegraph prior to the occurrence or otherwisecontinuation of a Default or Event of Default shall not include the right to contact Borrower's customers or account debtors. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement) once per calendar quarter prior to the occurrence and continuation of any Default or Event of Default at Borrower's expense, and following the occurrence and continuation of a Default or Event of Default, as often as Lender reasonably shall bear the risk of loss on deem appropriate, all Collateral, regardless of whether such Collateral is at Borrower's expense: (i) UCC searches in the possession or control state of Borrower's formation; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, a bailee upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor) after the occurrence and during the continuance of an Event of Default, to send any other Personand all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 3.3(a) and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts and Collateral in the possession of Custodian) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom other than to another such location, and in any case shall not be moved from such locations without outside the continental United States. Each of Borrower and each Foreclosure Subsidiary hereby agrees to deliver to the Custodian, the Custodian Deliverables promptly but in any event within five (i5) providing prior written notice Business Days of any Advance made in respect of the underlying Account. All Accounts shall, regardless of their location, be deemed to Lender be under Lender's dominion and control and deemed to be in accordance with Section 6.15Lender's possession. Any of Lender's officers, and (ii) obtaining employees, representatives or agents shall have the prior written consent right upon reasonable notice, at any time during normal business hours, in the name of Lender, which consent or any designee of Lender or Borrower or any Foreclosure Subsidiary, to verify the validity, amount or any other matter relating to the Collateral. Each of Borrower and each Foreclosure Subsidiary shall not be unreasonably withheldcooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. Each of Borrower and each Foreclosure Subsidiary shall endeavor in the first instance to make collection of its respective Accounts for Lender. (b) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against each of Borrower and each Foreclosure Subsidiary: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person is organized and/or maintains its executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Lender's request, each of Borrower and each Foreclosure Subsidiary shall promptly deliver to Lender or Custodian all items for which Lender 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 constituting Collateral, in each case to the extent not already in possession of Lender or Custodian, or in the case of a participation interest, in possession of the participating lender. (d) Each of Borrower and each Foreclosure Subsidiary shall keep accurate and complete records of its Accounts the Collateral and all payments and collections thereon and shall submit such records to Lender on such periodic basis bases as Lender shall may request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrenceits sole discretion. If requested by LenderLender upon or at any time after the occurrence and during the continuation of an Event of Default, each of Borrower and each Foreclosure Subsidiary shall execute and deliver to Lender Lender, formal written assignments of all of its Accounts weekly or dailyas Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto. . To the extent that collections from such assigned Accounts exceed the amount of the outstanding Obligations, such excess amount shall not accrue interest in favor of Borrower (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, except as provided in the name Blocked Account Agreements) but shall be available to Borrower in accordance with the terms of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderSection 2.16. (e) Each of Borrower and each Foreclosure Subsidiary (i) upon the receipt of written notice from Lender, shall bear provide prompt written notice to each Account Debtor that Lender has been granted a Lien on and security interest in, upon and to all Accounts payable by such Account Debtor, (ii) shall direct or shall have directed each Account Debtor to make payments to the risk of loss on appropriate Blocked Account to the extent required by Section 2.5, and hereby authorizes Lender, upon any failure to send such directions, to send any and all Collateralsimilar directions or notice to such Account Debtors, regardless of whether such Collateral is (iii) shall ▇▇▇▇ each Mortgage Loan Note or any other Mortgage Loan Document constituting Chattel Paper and in the possession of Borrower (by way of stamp or control other method satisfactory to Lender) the following language: "THIS DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE FINANCE LLC," and (iv) shall do anything further that may be lawfully required by Lender in its Permitted Discretion to secure Lender's interest, in the Collateral, and effectuate the intentions of Borrower, Lenderthe Loan Documents. (f) Each of Borrower and each Foreclosure Subsidiary hereby agrees to take the following protective actions to prevent destruction of records pertaining to such Person's Collateral: (i) if such Person maintains its Collateral records on a manual system such records shall be kept in a fire proof cabinet or on no less than a monthly basis, a bailee or any record of all payments on Accounts and all other Person.matters relating to the Collateral shall be placed in an off-site safety deposit box (and Lender shall have access to such safety deposit box); or

Collateral Administration. (a) All Collateral (except deposit accountsthe Depository Account) shall will at all times be kept by the applicable Borrower at its principal office(s) as set forth on Schedule 4.15 hereto, or at the applicable Facility or Property (as the case may be), and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if If Qualified Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, the Accounts Receivable Borrower shall notify Lender of such occurrence on the first third Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto.31 (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or the Borrower, to verify the validity, amount or any other matter relating to any Accounts of Accounts Receivable Borrowers by mail, telephone, telegraph or otherwiseotherwise (provided, however, Lender agrees that prior to the occurrence of an Event of Default, Lender agrees to verify any such matter in the name of the Parent or the applicable Accounts Receivable Borrower). Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, the Accounts Receivable Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to Lender. (e) Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to the Accounts Receivable Borrower. Notwithstanding the foregoing, Lender and Borrower shall bear acknowledge and agree that the risk of loss on all Collateral, regardless of whether such Accounts Receivable Collateral is in subject to the possession or control of BorrowerSubordination Agreement by and among Meditrust, Lender, a bailee or any other PersonLender and the Accounts Receivable Borrowers.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule SCHEDULE 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldwithheld or delayed. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 200,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsfunds required to be deposited in the Controlled Deposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 secure servers consistent with past practice and shall not be moved from such locations without (i) providing prior written notice subject to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldcustomary cloud subscription agreements. (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 basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related theretomay reasonably request. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or during normal business hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors owing Accounts to Borrower that (subject to applicable law regarding Medicaid/Medicare Account Debtorsi) that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge reasonable collection costs and expenses, including reasonable attorneys’ fees, to Borrower, and (ii) Borrower has waived any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Lender to obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or other Collateral. (e) As and when determined by Lender in its Permitted Discretion not to exceed once per calendar quarter absent an Event of Default or Lender receiving notice from its UCC monitoring system that a Lien has been filed against Borrower, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), at Borrower’s reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower is organized; and (ii) bankruptcy, judgment, federal, state and local tax lien and litigation searches, in each jurisdiction in which such actions, or Liens may be recorded. (f) Borrower (i) shall direct each Account Debtor to make payments to the Concentration Account as set forth in Section 2.5, and (ii) hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. (g) As of the Closing Date, no Person other than the Lender and U.S. Bank (in connection with the Indenture) has “control” (as defined in Article 9 of the UCC) over any Controlled Deposit Accounts. (h) After the occurrence and during the continuance of an Event of Default, Lender may elect to exercise any and all of the rights and remedies of Borrower under the Permits, without any interference from Borrower, and Borrower shall bear cooperate in causing the risk Governmental Authorities, contractors, or purchasers and lessees to comply with all the terms and conditions of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other PersonLicenses.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender upon an event which, with the giving of notice or the lapse of time, or both, could constitute an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on as soon as possible but no later than the first third Business Day following Borrower's knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, following the occurrence of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 Exhibit C hereto and shall not be moved from such locations --------- not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts -Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 hereto and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence (or immediately upon Borrower's preparation of a monthly aging schedule if the reason for ineligibility is that the Account has remained unpaid for longer than the applicable period for Qualified Accounts), and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18 hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 250,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day report due on the fifteenth (15th) day of each month unless an earlier Request for Advance is submitted following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to the Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, any of the Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence of an Event of Default to notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower, and (subject ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to applicable law regarding obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its reasonable discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) below. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) upon Lender's request after an Event of Default shall have occurred and be continuing, shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender. , upon any failure to send such notices and directions within ten (e10) calendar days (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors as set forth on Schedule 2.16 hereto, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender's request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of Borrowerchattel paper, Lenderwarehouse receipts, a bailee or instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts and Collateral in the possession of Custodian) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18A hereto, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such location, and in any case shall not be moved from such locations without outside the continental United States. Borrower hereby agrees to deliver, or cause to be delivered, to Custodian, the Custodian Deliverables with respect to each Pledged Loan (iother than as it relates to an Approved Syndicated Loan or Broadly Syndicated Loan) providing prior written notice within five (5) Business Days after the related Borrowing Date. All Pledged Loans shall, regardless of their location, be deemed to Lender be under Agent’s dominion and control (with files so labeled) and deemed to be in accordance with Section 6.15, and (ii) obtaining the prior written consent Agent’s possession. Any of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's Agent’s officers, employees employees, representatives or agents shall have the rightright upon reasonable notice, at any time or times hereafterduring normal business hours, in the name of Lender Agent or any designee of Lender Agent or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mailthe Collateral, telephone, telegraph or otherwiseincluding inventory appraisals. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collectionprocess or inventory appraisals. 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 any Person owing amounts pursuant to Pledged Loans that their Pledged Loan has been assigned to Agent and to collect such amounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrower, provided, however, that Borrower shall endeavor in the first instance to make collection of such amounts for Agent. (b) As and when determined by Agent in its Accounts for Lendersole discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower are organized and/or maintain their executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Within five (5) Business Days after the applicable Borrowing Date, Borrower shall deliver, or cause to be delivered, to Agent or Custodian any Attached Equity Interests and all items of Collateral that Agent must receive possession of to obtain a first-priority perfected Lien in such Collateral to the extent not already in the possession of Agent or Custodian. (d) Borrower shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis as Agent may request in its sole discretion. Lender shall have the right If requested by Agent upon or at any time after the occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to notify Account Debtors (subject Agent, formal written assignments of all of its Pledged Loans as Agent may request, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Pledged Loans exceed the amount of the outstanding Obligations, upon confirmation by Agent of such excess amount and so long as no Default or Event of Default has occurred and is continuing, such excess amount shall be refunded to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderBorrower upon written request in accordance with the terms of this Agreement. (e) Borrower hereby agrees to take the following protective actions to prevent destruction of records pertaining to Borrower’s Collateral: (i) if Borrower maintains its Collateral records on a manual system, such records shall be kept in a fire proof room or on no less than thirty (30) calendar days following the end of each calendar month, a record of all payments on Pledged Loans and all other matters relating to the Collateral shall be placed in an off-site safety deposit box (and Agent shall have access to such safety deposit box); or (ii) if the Collateral records are computerized, Borrower agrees to create an electronic “back-up” of the computerized information and to provide Agent monthly with an electronic copy of such “back-up” information (A) prior to the Closing Date and (B) no later than thirty (30) days following the end of each calendar month following the Closing Date. (f) Promptly upon learning of the anticipated payment in full of any Pledged Loan, Borrower shall give written notice thereof to Agent. Within two (2) Business Days after the actual payment in full of any Pledged Loan and delivery of the proceeds thereof to the Blocked Account in accordance with Section 2.4 hereof, Borrower shall give written notice thereof to Agent and Custodian of such payment. (g) Notwithstanding anything set forth herein to the contrary, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, then upon Agent’s receipt of (i) a written request for the release of Agent’s Lien on any Pledged Loan, (ii) unless otherwise agreed to in writing by Agent in its sole discretion, evidence acceptable to Agent that such Pledged Loan is being sold to a third-party, non-Affiliate of Borrower on an arms-length basis for which purchase no Affiliate of Borrower is providing seller financing in connection with such sale and (iii) receipt of payment (or payment into escrow pursuant to a mechanism acceptable to Agent) of an amount equal to (A) 100% of the net proceeds of the sale of such Pledged Loan plus (B) the amount required (if any) to cause borrower to be in compliance with Section 2.6 hereof following the release of such Pledged Loan, Agent shall, promptly, at Borrower’s cost and expense, deliver to Borrower (i) any Collateral relating to such Pledged Loan and (ii) Borrower-prepared release, satisfaction, discharge and/or termination agreements or similar instruments or filings in relation to such related Collateral and any other UCC or similar filings made by Agent in relation thereto, in form and substance reasonably satisfactory to Agent. Upon the request of Borrower, Agent agrees to provide a payoff letter, in form and substance acceptable to Agent, for the release of Agent’s Lien on any such Pledged Loan, subject to the terms and conditions of this Section 2.11(g). Borrower shall bear the risk responsibility of loss on recording any such documents and shall bear all Collateralout-of-pocket expenses (including, regardless without limitation, legal fees and disbursements of whether such Collateral is in the possession or control of Borrower, Lender, a bailee Agent or any other PersonLender) in connection with such payoff letter, release, reassignment and delivery.

Collateral Administration. (a) All Collateral (except deposit accountsfunds required to be deposited in the Lockbox Account) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.17B hereto and shall not, without concurrent written notice to Lender, be moved therefrom and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis as Lender shall request a sales and collections report for may reasonably request. After the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request, and any such return of excess funds shall not be deemed to be an Advance. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or during normal business hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), on a quarterly basis at Borrower’s reasonable expense, unless an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems appropriate, at Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower maintains its executive offices, a place of business or assets or in which they are organized; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required and reasonably requested by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk of loss on promptly deliver to Lender all Collateral, regardless of whether such Collateral is in the items for which Lender must receive possession or control to obtain a perfected security interest and all notes, certificates, and documents of Borrowertitle, LenderChattel Paper, a bailee or warehouse receipts, Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Borrower shall cause all Collateral (except deposit accountsDeposit Accounts) shall at all times to be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not be moved from such locations not, without thirty (i30) providing calendar days prior written notice to Lender in accordance with Section 6.15Lender, remove or permit the removal therefrom, and (ii) obtaining the prior written consent of Lender, which consent in any case shall not be unreasonably withheldmove any Collateral outside the continental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 75,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours upon reasonable notice, (except upon the occurrence and during the continuance of an Event of Default, in which event no such notice shall be required) in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or Guarantor maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise; provided, however, that Lender shall endeavor to notify Borrower of any such action taken by Lender's agent. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall at all times be kept by Borrower at its principal office(s) as set forth on Schedule SCHEDULE 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower the Obligors at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without forty calendar days prior written notice to Debenture Holder, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Borrower Each Obligor shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Debenture Holder on such periodic basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related theretoDebenture Holder may request. (c) Whether or not an Event of Default has occurred, any of Lender's Debenture Holder’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Debenture Holder, any designee of Lender Debenture Holder or Borrowereither Obligor, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof either Obligor. Borrower The Obligors shall cooperate fully with Lender Debenture Holder in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement, the Obligors shall endeavor in the first instance to make collection of its Accounts for LenderDebenture Holder. Lender Subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement, Debenture Holder shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) either Obligor that their Accounts have been assigned to LenderDebenture Holder and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to the Obligors. (e) Borrower shall bear As and when determined by Debenture Holder in its sole discretion, Debenture Holder will perform the risk searches described in clauses (i) and (ii) below against the Obligors (the results of loss on which are to be consistent with the Obligors’ representations and warranties under this Agreement), all Collateral, regardless at the Obligors’ expense: (i) UCC searches with the Secretary of whether such Collateral is in State of the possession or control jurisdiction of Borrower, Lenderorganization of the Obligors and the Secretary of State and local filing offices of each jurisdiction where the Obligors maintain their respective executive offices, a bailee place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Upon notice from Debenture Holder that the Master Subordination Agreement and the Junior Subordination Agreement have been terminated, each Obligor (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Debenture Holder has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and each Obligor hereby authorizes Debenture Holder, upon any failure to send such notices and directions within fifteen calendar days after the date of this Agreement (or fifteen calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Debenture Holder to create and perfect Debenture Holder’s lien on any collateral and effectuate the intentions of the Debenture Documents. Upon notice from Debenture Holder that the Master Subordination Agreement and the Junior Subordination Agreement have been terminated, each Obligor shall immediately deliver to Debenture Holder all items for which Debenture Holder 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 Personsimilar instruments constituting Collateral (collectively, “Control Collateral”). Until such time as the Master Subordination Agreement has terminated, all Control Collateral shall be held by CapitalSource for the benefit of Seller and Debenture Holder for the purpose of perfecting Seller’s and Debenture Holder’s security interest therein. Concurrently with the termination of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to Seller. After the termination of the Master Subordination Agreement and until such time as the Junior Subordination Agreement has terminated, all Control Collateral shall be held by Seller for the benefit of Debenture Holder for the purpose of perfecting Debenture Holder’s security interest therein. Concurrently with the termination of the Junior Subordination Agreement, Seller shall deliver all Control Collateral to Debenture Holder.

Collateral Administration. (a) All Except for removal off-site for equipment repairs, all Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as any of the locations set forth on Schedule 4.15 5.18B hereto, and may be moved from one such location to another such location; provided, however, that Collateral shall not, without thirty (30) calendar days prior written notice to Lender, be moved to locations other than those set forth on Schedule 5.18B, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay reasonably request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first third Business Day following such occurrence after Borrower obtains knowledge thereof and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower's written request in accordance with Section 2.4. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that its Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances received by Borrower or a Dental Center to the Concentration Account, and (ii) during an Event of Default, shall provide prompt written notice to each commercial insurance Account Debtor that shall direct each commercial insurance Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the Event of Default (or ten (10) calendar days after the Person becomes a commercial insurance Account Debtor), to send any and all similar notices and directions to such commercial insurance Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender's request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All tangible Collateral (except deposit accountsfunds required to be deposited in the Controlled Deposit Accounts) shall will at all times be kept by Borrower Borrowers at its principal office(s) as the locations set forth on Schedule 4.15 5.17B hereto and shall not, without concurrent written notice to Lender, be moved therefrom, except inventory being sold or transferred to another Borrower in the ordinary course of business, and in any case shall not be moved from such locations without located (ias that term is used in Section 9-301(2) providing prior written notice to Lender in accordance with Section 6.15, and (iiof the UCC) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Borrower Borrowers shall keep accurate and complete records of its their Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender shall may request. Upon ▇▇▇▇▇▇’s request a sales and collections report for after the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted continuance of an Event of Default, but only to reflect such occurrence. If requested the extent permitted by LenderLaw, Borrower (i) Borrowers shall execute and deliver to Lender formal written assignments of all of its their Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto, and (ii) if ▇▇▇▇▇▇ seeks a court order for a complete assignment of the Borrowers’ Governmental Receivables, Borrowers shall enter into such additional assignments as ▇▇▇▇▇▇ may request, which assignments will be made contemporaneously with any such court order. 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 Borrowers, but shall be available to Borrowers upon Borrowers’ written request. (c) Whether or not an Event of Default has occurred, any Any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrowerduring normal business hours upon reasonable prior notice to Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseAccounts. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrowers other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrowers, and (subject ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims they may have or could interpose in any action or procedure brought by ▇▇▇▇▇▇ to applicable law regarding obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or Collateral, and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrowers and Guarantors (the results of which are to be consistent with Borrowers’ representations and warranties under this Agreement), at Borrowers’ reasonable expense: (i) UCC searches with the Secretary of State or local filing offices of the state where each Borrower is organized; and (ii) bankruptcy, judgment, federal, state and local tax lien and litigation searches, in each jurisdiction in which such actions, or Liens may be recorded. (f) Borrowers (i) shall bear provide prompt written notice to their current bank to transfer all items, collections and remittances to the risk of loss on all CollateralConcentration Account, regardless of whether such Collateral is (ii) shall direct each Account Debtor to make payments to the appropriate Controlled Deposit Account as set forth in the possession or control of BorrowerSection 2.5, and Borrowers hereby authorize Lender, a bailee upon any failure to send such notices and directions within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any other Person.and all similar notices and directions to such Account Debtors, and

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts, Collateral in possession of Lender, Equipment and Inventory in transit and Collateral out for repair, refurbishment or finishing) shall will at all times be kept by Borrower the Borrowers at its principal office(s) as the locations set forth on Disclosure Schedule 4.15 5.1(b) hereto and shall not, without concurrent written notice to Lender, be moved therefrom (other than to another such location set forth on Disclosure Schedule 5.1(b)), and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent State of Lender, which consent shall not be unreasonably withheldCalifornia. (b) Each Borrower shall keep true, correct, complete and accurate and complete records of its Accounts and all payments and collections thereon thereon, and shall submit such records to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrowers in an aggregate face amount in excess of $50,000.00 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables (except for subsection (c) in the definition of Eligible Receivables), such Borrower shall notify Lender in writing of such occurrence on the first (1st) Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, each Borrower shall execute and deliver to Lender formal written assignments of all of its their Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending), such excess amount shall not accrue interest in favor of Borrower, but shall be available to Borrowers upon Borrowers' written request. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees employees, representatives or agents shall have the rightright upon one (1) Business Day advance notice, at any time or times hereafterduring normal business hours, in the name of Lender or any designee of Lender or BorrowerLender, to verify the validity, amount or any other matter relating to any Accounts by mailof Borrowers; provided, telephonehowever, telegraph no advance notice shall be required during the continuance of a Default or otherwiseEvent of Default. Each Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to any Borrower (subject to applicable law regarding other than Medicaid/Medicare Account Debtors) that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys' fees, to Borrowers, and (ii) Medicaid/Medicare Account Debtors that a Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or Lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or Lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrowers and Guarantors, all at Borrower's expense: (i) uniform commercial code searches with the Secretary of State of the jurisdiction of organization of each Borrower and Credit Party and Guarantor and the Secretary of State and local filing offices of each jurisdiction where any Borrower or Credit Party and/or any Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, state and federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Each Borrower acknowledges that Lender has been granted a Lien upon and to all Accounts applicable to all Account Debtors and all Account Debtors shall make payments to the appropriate Lockbox Account, and to the extent any such Account Debtor is not making payments to the appropriate Lockbox Account or any Borrower's Lockbox Bank or other financial institution is not transferring all items, collections and remittances to the Concentration Account, each Borrower (i) covenants that it shall provide prompt written notice to its current bank and/or Lockbox Bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a Lien upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and each Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender's Lien on any collateral and effectuate the intentions of the Loan Documents. At Lender's request, each Borrower shall bear the risk promptly deliver to Lender all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts Eligible Billed Receivables or otherwiseEligible Unbilled Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailyas Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense, provided that unless an Event of Default has occurred and during the continuance thereof, Borrower shall bear not pay for more than one such search per calendar quarter: (i) UCC searches with the risk Secretary of loss on State of the jurisdiction of organization of Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, federal tax lien and state tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (1) shall provide prompt written notice to its current bank to transfer all Collateralitems, regardless collections and remittances to the Concentration Account, (ii) shall, upon the occurrence and during the continuance of whether an Event of Default, provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Collateral is in Account Debtor; (iii) shall direct each Account Debtor to make payments to the possession or control of Borrowerappropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iv) shall do anything further that may be lawfully required by Lender to create and perfect Lender's lien on any collateral and effectuate the intentions of the Loan Documents. At Lender's request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a bailee or perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 and shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following Borrower’s discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailyweekly, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. : Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto or in transit to and from such locations (other than immaterial property, the nature and use of which reasonably requires its location at other sites) and shall not, without twenty (20) calendar days prior written notice to Lender, be moved therefrom (other than to another such location), and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender upon or at any time after the occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to the Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. Unless a Default or Event of Default exists and is continuing, (i) Lender shall not charge Borrower more than four (4) times per calendar year for such verification processes and (ii) Lender shall give Borrower reasonable notice before commencing such verification processes. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors, all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintains their respective executive offices, a place of business or assets; and (ii) lien searches with the United States Patent and Trademark Office and the Untied States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. So long as no Default or Event of Default exists, Borrower shall bear only be required to pay for four (4) such searches in any calendar year. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the risk Concentration Account, (ii) shall upon the occurrence and during the continuation of loss on an Event of Default, provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all CollateralAccounts applicable to such Account Debtor, regardless of whether and upon any failure to send such Collateral is in notices, Borrower hereby authorizes Lender to send any and all similar notices to such Account Debtors, (iii) shall direct each Account Debtor to make payments to the possession or control of Borrowerappropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar directions to such Account Debtors, and (iv) shall do anything further that may be lawfully required by Lender to create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall promptly deliver to Lender all items for which Lender must receive possession to obtain a bailee or perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by each Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Each 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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of PHC-Michigan or PHC-Utah (or any other Borrower whose Accounts may be included at any time in the future within the Borrowing Base) in an aggregate face amount in excess of $50,000.00 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, each such Borrower shall notify Lender of such occurrence on the first Business Day following the discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, each Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to the Borrower upon Borrower's written request. (c) Whether or not an Event of Default has occurred, upon prior written notice to Borrower, any of Lender's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or any Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph of any Borrower; provided that such prior written notice to Borrower is not required if a Default or otherwiseEvent of Default has occurred and be continuing. Each Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the 126 right at all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to any Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that such Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against each Borrower and Guarantor (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Borrower and/or Guarantor maintains their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. UCC searches shall be conducted at the expense of Borrower on a quarterly basis; provided, that Lender shall have the right to conduct such searches more frequently at its expense and, if a Default or Event of Default shall have occurred, at the expense of Borrower. (f) Each of PHC-Michigan and PHC-Utah (and any other Borrower whose Accounts may be included at any time in the future within the Borrowing Base) (i) shall provide prompt written notice to notify its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtors Debtor (subject to applicable law regarding other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and each such Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender's request, each such Borrower shall immediately deliver to Lender all items for which Lender 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. Notwithstanding any provision of this subsection (f) to the contrary, following the occurrence of an Event of Default each Borrower shall comply with the provisions of this subsection (f) if directed by Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule SCHEDULE 4.15 and shall not be moved from such locations not, without (i) providing the prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall reasonably request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 100,000.00 have become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, upon an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not Upon the occurrence and during the continuance of an Event of Default has occurredDefault, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender Lender, or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) as set forth on Schedule 4.15 Exhibit C hereto and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 that were previously included in the Borrowing Base become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence (provided, however, that for Accounts that are categorized under Section 1.42(b), Borrower shall notify Lender of such occurrence within fourteen (14) days) and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower Borrowers at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto, and such other locations as Borrowers shall identify to Agent upon ten (10) calendar days prior written notice, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (b) Each Borrower shall 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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent may request. In addition, if Accounts of any Borrower in an aggregate face amount in excess of $50,000.00 200,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower Borrowers shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower after the occurrence and during the continuance of an Event of Default, Borrowers shall execute and deliver to Lender Agent formal written assignments of all of its Accounts weekly or dailydaily as Agent may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto. Subject to the Senior Mortgage/Revolving Lender Intercreditor Agreement, 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 Borrowers, but shall be available to Borrowers upon Borrowers' written request and so long as the Senior Mortgage Loan shall remain outstanding, shall be disbursed on each Business Day to the Senior Mortgage Loan Blocked Account. (c) Whether or not an Event of Default has occurred, any of LenderAgent's officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Agent, any designee of Lender Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts by mailof Borrower; provided that unless an Event of Default has occurred and is continuing, telephone, telegraph or otherwisesuch verification shall only verify account balances and shall not give notice of Agent's security interest. Borrower Borrowers shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for LenderAgent. Lender Agent shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrowers other than Medicaid/Medicare Account Debtors that their 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 Borrowers, and (subject ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims they may have or could interpose in any such action or procedure brought by Agent to applicable law regarding obtain a court order recognizing the collateral assignment or security interest and lien of Agent in and to any Account or other Collateral payable by Medicaid/Medicare Account Debtors and that Agent is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Agent in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrowers and Guarantors (the results of which are to be consistent with Borrowers' representations and warranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Borrower and/or any Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, provided that unless an Event of Default shall bear have occurred and during the risk continuance thereof, the Borrowers shall not be required to pay for more than one such search in any fiscal quarter under clause (i) and clause (ii) above. (f) Borrowers (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than a Private Pay Debtor) directing them to make payments to the appropriate Lockbox Account, and Borrowers hereby authorizes Agent, upon any failure to send such notice and directions within ten (10) calendar days after the date of loss on this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor (other than a Private Pay Debtor)), to send any and all Collateralsimilar notices and directions to such Account Debtors and (iii) shall do such further acts and deeds that may be lawfully required by Agent to make, regardless of whether such Collateral is create, maintain, continue or perfect Agent's security interest in the Lockbox Accounts or the Collateral. At Agent's request, Borrowers shall immediately deliver to Agent all items for which Agent must receive possession or control to obtain a perfected security interest and all notes, certificates, and documents of Borrowertitle, LenderChattel Paper, a bailee or warehouse receipts, Instruments, and any other Personsimilar instruments constituting Collateral except for promissory notes in a principal amount less than $100,000 provided that the aggregate principal amount of all such promissory notes shall be less than $500,000.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 35,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on with the first Business Day following such occurrence next succeeding Borrowing Certificate containing an aging report as required in Section 2.4, and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence or during the continuation of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower, and (subject ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to applicable law regarding obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts have been assigned applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender. , upon any failure to send such notices and directions within ten (e10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(s) or at such other locations as identified to Lender, all as set forth on Schedule SCHEDULE 4.15 and shall not not, without at least thirty (30) days notice to Lender, be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, which consent shall not be unreasonably withheldtherefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall reasonably request a sales and collections report for the preceding period, in form reasonably satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseAccounts, Borrower shall notify Lender of such occurrence on the first Business Day following the date on which Borrower first becomes aware of such occurrence occurrence, and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If After the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not After an Event of Default has occurred, and while it is continuing, any of Lender's officers, employees or agents shall have the right, at any time or times hereafterthereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time all times after the occurrence of an Event of Default, to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge reasonable collection costs and expenses, including reasonable attorneys' fees (including both outside and in-house counsel), to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender outside the continental United States except for shipments of Inventory in accordance with Section 6.15, and (ii) obtaining the prior written consent ordinary course of Lender, which consent shall not be unreasonably withheldbusiness. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailyAccounts, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto; provided, that as long as no Default or Event of Default shall have occurred Lender shall not request the assignment of Accounts more than once per calendar month. 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully reasonably with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Borrower and the Secretary of State and local filing offices of each jurisdiction where Borrower maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) Business Days after the date of this Agreement or ten (10) Business Days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Collateral (except deposit accounts) shall will at all times be kept by Borrower at its principal office(soffices) as set forth on Schedule 4.15 hereto and shall not be moved from such locations not, without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent approval of Lender, which consent shall not be unreasonably withheldmoved therefrom. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if Accounts in an aggregate face amount in excess of $50,000.00 150,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If reasonably requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or other information related thereto. (c) Whether or not If an Event of Default has occurredoccurred and is continuing, any of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at any time to notify Account Debtors (all times after the occurrence of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors) , to notify Account Debtors that Accounts have been assigned to LenderLender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts and Collateral in the possession of Agent) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without 30 calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheld. (b) continental United States. Borrower shall keep accurate and complete records of its Collateral and all payments and collections on Accounts and shall submit such records to Agent on such periodic bases as Agent may request. Any of the Agent's or any Lender's officers, employees, representatives or agents shall have the right, upon reasonable notice to Borrower during normal business hours, in the name of Agent or any Lender, any designee of Agent, any Lender or Borrower, to verify the validity, amount or any other matter relating to the Collateral; provided, however, no such notice shall be required during the occurrence and continuation of any Default or Event of Default. Borrower shall cooperate fully with Agent and Lenders in an effort to facilitate and promptly 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 continuation of an Event of Default to notify Persons owing Accounts to Borrower that their 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 Borrower. Borrower shall endeavor in the first instance to make collection of its Accounts for Agent, for the account of Lenders. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Agent's request, Borrower shall immediately deliver to Agent all items for which Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, documents of title, certificates of title, chattel paper, warehouse receipts, instruments, and any other similar instruments constituting Collateral, if any; provided, however, so long as no Event of Default exists and is continuing, Borrower shall not be required to deliver certificates of title to Agent or perfect Agent's Lien thereon if such certificates of title relate to Collateral having an aggregate value of less than $50,000. (d) Borrower shall, and shall cause its Subsidiaries to, keep accurate and complete records of its Accounts and Inventory and all payments and collections thereon and shall submit such records to Lender Agent on such periodic basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent may reasonably request. In addition, (i) if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts Eligible Receivables, or otherwise(ii) if Eligible Inventory Costs of Borrower in an aggregate face amount in excess of $50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Inventory Costs, Borrower shall notify Lender Agent of such occurrence on the first no later than five (5) Business Day Days following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If After the occurrence and during the continuation of an Event of Default, if requested by LenderAgent, Borrower shall execute and deliver to Lender Agent, and shall cause each of its Subsidiaries to execute and deliver, formal written assignments of all of its Accounts weekly or dailyas Agent may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto. (c) Whether or . To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not an Event accrue interest in favor of Default has occurred, any Borrower but shall be promptly remitted to Borrower upon written request in accordance with the terms of Lender's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lenderthis Agreement. (e) Borrower (i) shall bear provide prompt written notice to its current bank to transfer all items, collections and remittances to the risk Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Agent, for itself and the benefit of loss on the Lenders, has been granted a lien and security interest in, upon and to all CollateralAccounts applicable to such Account Debtor and shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account, regardless and Borrower hereby authorizes Agent and/or Lenders, upon any failure to send such notices or directions within ten (10) calendar days after the date of whether this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Collateral is in Account Debtors, and (iii) shall do anything further that may be lawfully required by Agent and/or any Lender to secure Agent, for the possession or control benefit of Borroweritself and Lenders, Lender, a bailee or any other Personand effectuate the intentions of the Loan Documents.

Collateral Administration. (a) The Grantors shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts (subject to current deductibles of $250,000) and with such insurance companies as are reasonably satisfactory to the Collateral Agent. All proceeds payable under each such policy shall be payable to, if the Fleet Facility Debt is outstanding, to the Fleet Facility Agent for application in accordance with the Fleet Facility Documents, and otherwise to the Collateral (except deposit accounts) Agent for application to the Obligations. The Grantors shall at all times be kept by Borrower at its principal office(s) deliver the originals or certified copies of such policies to the Collateral Agent with lender's loss payable endorsements reasonably satisfactory to the Collateral Agent, naming the Collateral Agent as set forth on Schedule 4.15 and a lender's loss payee, mortgagee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not be moved from such locations without (i) providing less than 30 days prior written notice to Lender the Collateral Agent in accordance with Section 6.15, the event of cancellation of the policy for any reason whatsoever and (ii) obtaining a clause specifying that the prior written consent interest of Lender, which consent the Collateral Agent shall not be unreasonably withheldimpaired or invalidated by any act or neglect of any Grantor or the owner of the Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. If any Grantor fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the Grantors therefor. The Grantors agree to deliver to the Collateral Agent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies relating to the Collateral. For so long as no Event of Default exists, the Grantors shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by the Grantors provided that all proceeds thereof relating to the Collateral are applied in the manner specified in this Security Agreement. At any time that an Event of Default exists and if the Fleet Facility Debt is paid in full, only the Collateral Agent shall be authorized to settle, adjust and compromise claims relating to the Collateral, the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Security Agreement and the other Operative Agreements; provided, that the Collateral Agent shall use reasonable efforts to consult with the Grantors regarding such settlement, adjustment or compromise but shall have no liability to the Grantors for the Collateral Agent 's failure to do so. (b) Borrower Any proceeds of insurance referred to in this Section and any condemnation awards that are paid to the Collateral Agent in connection with a condemnation of any of the Collateral shall be paid, if the Fleet Facility Debt is outstanding, to the Fleet Facility Agent, and otherwise to the Collateral Agent, provided that if such proceeds are received by the Collateral Agent and if so requested by the Grantors in writing within five (5) days after the Collateral Agent's receipt of such proceeds and if no Default or Event of Default exists, the Grantors may apply such proceeds to repair or replace damaged or destroyed Equipment or Real Estate so long as (1) such repair or replacement is promptly undertaken and concluded, (2) replacements of buildings are constructed on the sites of the original casualties and are of comparable size, and quality and utility to the destroyed buildings, (3) the repaired or replaced Property is at all times free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, (4) the Grantors comply with such disbursement procedures for such proceeds as the Collateral Agent may reasonably impose for repair or replacement, and (5) the amount of proceeds from any single casualty affecting Equipment or Real Estate does not exceed $5,000,000. (c) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes imposed under any Applicable Law on any of the Collateral or in respect of the sale thereof, and all other payments required to be made by the Collateral Agent or the Purchasers to any Person to realize upon any Collateral shall be borne and paid by the Grantors. Neither the Collateral Agent nor any Purchaser shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in the Collateral Agent's or such Purchaser's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other Person whomsoever, but the same shall be at the Grantors' sole risk. (d) Subject to other provisions hereof and as may be commercially reasonable, the Grantors shall at all times defend its title to the Collateral and shall in all events defend the Collateral Agent's Liens therein against all Persons and all claims and demands whatsoever other than holders of Permitted Liens. (e) The Grantors shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender the Collateral Agent on such periodic basis as Lender the Collateral Agent shall request a sales and collections report for the preceding period, in form satisfactory to Lenderthe Collateral Agent. In additionThe Grantors shall also provide to the Collateral Agent on or before the 20th day of each month a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, if specifying the names, face value and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon the Collateral Agent's request therefor, customer addresses, dates of invoices, copies of proof of delivery and a copy of all documents, including repayment histories and present status reports relating to the Accounts in an aggregate so scheduled and such other matters and information relating to the status of then existing Accounts as the Collateral Agent shall reasonably request. Upon the Collateral Agent's request therefor, the Grantors shall deliver to the Collateral Agent copies of invoices or invoice registers related to all of its Accounts. (f) If any Grantor grants any discounts, allowances or credits that are not shown on the face amount of the invoice for the Account involved, the Grantors shall report such discounts, allowances or credits, as the case may be, to the Collateral Agent as part of the next required Schedule of Accounts. If any amounts due and owing in excess of $50,000.00 become ineligible because they fall within one 500,000 are in dispute between the Grantors and any Account Debtor, or if any returns are made in excess of $500,000 with respect to any Accounts owing from an Account Debtor, the Grantors shall provide the Collateral Agent with written notice thereof at the time of submission of the specified categories next Schedule of ineligibility set forth Accounts, explaining in detail the definition of Qualified Accounts reason for the dispute or otherwisereturn, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence all claims related thereto and the Borrowing Base amount in controversy. Upon and after the occurrence of an Event of Default and if the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, the Collateral Agent shall thereupon be adjusted have the right to reflect such occurrence. If requested by Lender, Borrower shall execute settle or adjust all disputes and deliver claims directly with the Account Debtor and to Lender formal written assignments compromise the amount or extend the time for payment of all of its any Accounts weekly or daily, which shall include all Accounts that have been created since the date comprising a part of the last assignmentCollateral upon such terms and conditions as the Collateral Agent may deem advisable, together with copies of claimsand to charge the deficiencies, invoices or other information related theretocosts and expenses thereof, including attorneys' fees, to the Grantors. (cg) If an Account of the Grantors includes a charge for any Taxes payable to any Governmental Entity, the Collateral Agent is authorized in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the Grantors and to charge the Grantors therefor; provided, however, that the Collateral Agent shall not be liable for any Taxes that may be due by the Grantors. (h) Whether or not a Default or an Event of Default has occurredexists, any of Lender's officers, employees or agents the Collateral Agent shall have the right, right at any time or times hereaftertime, in the name of Lender or the Collateral Agent, any designee of Lender the Collateral Agent or Borrower, Grantors to verify the validity, amount or any other matter relating to any Accounts of the Grantors by mail, telephone, telegraph or otherwise. Borrower The Grantors shall cooperate fully with Lender the Collateral Agent in an effort to facilitate and promptly conclude any such verification process. (di) To expedite collection, Borrower the Grantors shall endeavor in the first instance after the Fleet Facility Debt has been paid in full and the commitments thereunder terminated to make collection of its the Grantors' Accounts for Lenderthe Collateral Agent. Lender All monies received from such collection by the Grantors in respect of its Accounts, together with the proceeds of any other Collateral, shall have be held by the Grantors as trustee of an express trust for the Collateral Agent's benefit and shall immediately deposit same in kind into a Deposit Account. If the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, the Collateral Agent shall retain the right at any time all times after the occurrence of a Default or an Event of Default to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) of the Grantors that Accounts have been assigned to Lenderthe Collateral Agent and to collect Accounts directly in its own name and to charge to the Grantors the collection costs and expenses, incurred by the Collateral Agent, including reasonable attorneys' fees. (ej) Borrower The Grantors shall bear keep accurate and complete records of its Inventory and shall furnish the risk Collateral Agent inventory reports respecting such Inventory in form and detail satisfactory to the Collateral Agent at such times as the Collateral Agent may request, but so long as no Default or Event of loss Default exists, no more frequently than once each week. The Grantors shall, at the Grantors' expense, conduct a physical inventory no less frequently than annually and periodic cycle counts consistent with the Grantors' historical practices and shall provide to the Collateral Agent a report based on all Collateraleach such physical inventory and cycle count promptly thereafter, regardless together with such supporting information as the Collateral Agent shall request. The Collateral Agent may participate in and observe each physical count or inventory, which participation shall be at the Grantors' expense at any time that an Event of whether such Collateral is in the possession Default exists. (k) The Grantors shall not return any of its Inventory to a supplier or control of Borrowervendor thereof, Lender, a bailee or any other Person, whether for cash, credit against future purchases or then existing payables, or otherwise, unless (i) such return is in the Ordinary Course of Business of the Grantors and such Person; (ii) no Default or Event of Default exists or would result therefrom; and (iii) if the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, any payments received by the Grantors in connection with any such return are promptly turned over to the Collateral Agent for application to the Obligations. (l) The Grantors shall keep accurate records itemizing and describing the kind, type, quality, quantity and cost of its Equipment and all dispositions made in accordance with Section 5(n) hereof, and shall furnish the Collateral Agent with a current schedule containing the foregoing information on at least an annual basis and more often if requested by the Collateral Agent. Promptly after request therefor by the Collateral Agent, the Grantors shall deliver to the Collateral Agent any and all evidence of ownership, if any, of any of the Equipment. (m) The Grantors will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the Collateral Agent; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) dispositions of Equipment which, in the aggregate during any consecutive 12 month period, has a fair market value or book value, whichever is more, of $250,000 or less, provided that all net Proceeds thereof, if the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, are remitted to the Collateral Agent for application to the Obligations, or (ii) replacements of Equipment that are substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of the Equipment that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens, and the Grantors shall have given the Collateral Agent at least 10 days prior written notice of such disposition. (n) The Equipment is in good operating condition and repair, and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved, reasonable wear and tear excepted and unless the Grantors shall have determined in the exercise of their reasonable business judgment that nay piece of Equipment is no longer needed in their business. The Grantors will not permit any of the Equipment to become affixed to any real Property leased to the Grantors so that an interest arises therein under the real estate laws of the applicable jurisdiction unless the landlord of such real Property has executed a Landlord Waiver in favor of and in form acceptable to the Collateral Agent, and the Grantors will not permit any of the Equipment to become an accession to any personal Property that is subject to a Lien unless the Lien is a Permitted Lien.

Collateral Administration. (a) All Collateral (except deposit accountsDeposit Accounts) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining outside the prior written consent of Lender, which consent shall not be unreasonably withheldcontinental United States. (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 basis bases as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lendermay reasonably request. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwiseEligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or dailydaily as Lender may reasonably request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or 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 Borrower, but shall be available to Borrower upon Borrower’s written request. (c) Whether or not an Event of Default has occurred, any of Lender's ’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Lender or Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseof Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors (subject owing Accounts to applicable law regarding Medicaid/Medicare Account Debtors) Borrower that their Accounts have been assigned to LenderLender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall bear the risk immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of loss on all Collateraltitle, regardless of whether such Collateral is in the possession or control of BorrowerChattel Paper, Lenderwarehouse receipts, a bailee or Instruments, and any other Personsimilar instruments constituting Collateral.

Collateral Administration. (a) All Except as permitted pursuant to Sections 7.8(a) and 7.8(b), all Collateral (except deposit accountsDeposit Accounts and Collateral having an aggregate value of $50,000 or less at any one location) shall will at all times be kept by Borrower at its principal office(s) as the locations set forth on Schedule 4.15 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved from outside the continental United States. Whether or not an Event of Default has occurred, any of the Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, any designee of Agent, or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such locations without verification process. Notwithstanding anything in this subsection to the contrary, Agent shall have the right at all times after the occurrence and during the continuation of an Event of Default to notify Persons owing Accounts to Borrower that their 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 Borrower. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining below against Borrower or any Guarantor (the prior written consent results of Lenderwhich are to be consistent with Borrower's representations and warranties under this Agreement), on a quarterly basis at Borrower's expense, unless an Event of Default has occurred and is continuing in which consent case such searches shall not be unreasonably withheldconducted as often as Agent deems reasonably appropriate at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors are organized; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, and in any jurisdiction where Borrower or Guarantors maintain their respective offices or place of business or material assets to the extent that the UCC would permit a filing in such jurisdiction to attach a security interest in or Lien upon any Collateral. Agent will (i) upon Borrower's request and at Borrower's expense, provide copies of any such searches to Borrower and (ii) will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches. (bc) Upon Agent's request, Borrower shall immediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall 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 basis bases as Lender shall Agent may request a sales and collections report for the preceding period, in form satisfactory to Lenderits Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $50,000.00 500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Qualified Accounts Eligible Billed Receivables or otherwiseEligible Unbilled Receivables, Borrower shall notify Lender Agent of such occurrence on the first within two (2) Business Day Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAfter the occurrence and during the continuation of an Event of Default, and upon Agent's request, Borrower shall execute and deliver to Lender Agent formal written assignments of all of its Accounts weekly or dailydaily as Agent may request, which shall include including all Accounts that have been created since the date of the last assignment, together with copies of claims, invoices or and/or other information related thereto. (ce) Whether or Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to any Account Debtor not remitting to the Blocked Account, to do so promptly, (ii) after the occurrence and during the continuation of an Event of Default Default, and upon Agent's request, shall provide prompt written notice to each Account Debtor that Agent has occurredbeen granted a lien and security interest in, any of upon and to all Accounts applicable to such Account Debtor, and shall direct each Account Debtor to make payments directly to Lender's officersConcentration Account; and (iii) shall do anything further that may be lawfully required by Agent to secure Agent, employees for the benefit of itself and Lenders, and to effectuate the intentions of the Loan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and directions within twenty (20) calendar days after the date of this Agreement (or agents shall have twenty (20) calendar days after the rightPerson becomes an Account Debtor), at any time or times hereafterand for purposes of clause (ii) hereof, in promptly following the name occurrence and continuation of Lender or any designee such Event of Lender or BorrowerDefault, to verify the validity, amount or send any other matter relating and all similar notices and directions to any Accounts by mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors) that Accounts have been assigned to Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, Lender, a bailee or any other Person.