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 on 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly or daily 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 Lender shall endeavor in the first instance to make collection of its Accounts for Lender. Lender retains have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 deem appropriate, all at Borrower's expense: (i) UCC searches in the 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, 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 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.

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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' ’ fees, to Borrower.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 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 Concentration Account, (ii) shall upon the occurrence and during the continuation of 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 Account Debtor, and upon any failure to send such 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 appropriate 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 perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.

Collateral Administration. (a) All 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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, fees to Borrower.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default to notify Account Debtors owing Accounts to either Obligor that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney's fees, to BorrowerObligors. (e) 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 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 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 perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.

Collateral Administration. (a) All 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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the reasonable collection costs and expenses, ,including reasonable attorneys' fees, to Borrower.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney’s fees, to Borrower, and (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 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 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 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.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney's fees, to Borrower, and (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 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 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 (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 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.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney's fees, to Borrower, and (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 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 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 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 title, Chattel Paper, warehouse receipts, Instruments, and any other similar 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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 immediately deliver to Lender the following items for which Lender must receive possession to obtain a perfected security interest: all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar 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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, any time to notify Account Debtors that Accounts have been assigned to Lender and to collect Accounts directly Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in its own name and to charge the collection costs and expensespossession or control of Borrower, including attorneys' feesLender, to Borrowera 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 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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, fees to Borrower.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisAccounts, 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 not pay for more than one such search per calendar quarter: (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 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 items, collections and remittances to the Concentration Account, (ii) shall, upon the occurrence and during the continuance of 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 Account Debtor; (iii) 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 (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 perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.

Collateral Administration. (a) All 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 on a quarterly basisweekly, 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' ’ fees, to Borrower.

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 on a quarterly basismonthly (or more 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the reasonable collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the reasonable collection costs and expenses, including reasonable attorneys' feesfees (including both outside and in-house counsel), to Borrower.

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 on a quarterly basisAccounts, 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisweekly 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 retains the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default to notify Account Debtors that Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly or daily 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 Lender shall endeavor in the first instance to make collection of its Accounts for Lender. Lender retains have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 deem appropriate, all at Borrower’s expense: (i) UCC searches in the 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, 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 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.

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 on a quarterly basisweekly 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 retains the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default to notify Account Debtors that Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify 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 and agrees to collect Accounts directly treat any Collateral in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrowerpossession 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 on a quarterly basisthat 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge the its reasonable and actual collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys' fees, fees to Borrower.

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 on a quarterly basisweekly 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors ) that Accounts have been assigned to Lender and to collect Accounts directly Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in its own name and to charge the collection costs and expensespossession or control of Borrower, including attorneys' feesLender, to Borrowera 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 on a quarterly basisweekly or as 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney's fees, to Borrower, and (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 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 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 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 title, Chattel Paper, warehouse receipts, Instruments, and any other similar 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 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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 retains the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default to notify Account Debtors that Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, any time to notify Account Debtors (subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors ) that Accounts have been assigned to Lender and to collect Accounts directly Lender. (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in its own name and to charge the collection costs and expensespossession or control of Borrower, including attorneys' feesLender, to Borrowera 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(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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on 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 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 Lender shall endeavor in the first instance to make collection of its Accounts for Lender. Lender retains have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default to notify Account Debtors owing Accounts to Borrower that (i) their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the 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 cooperate in causing the Governmental Authorities, contractors, or purchasers and lessees to comply with all the terms and conditions of the Licenses.

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 on 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 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to any Borrower other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' 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 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 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.

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 will not, without 30 days prior written ------------- shall not 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 on a quarterly basisweekly 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 retains the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default to notify Account Debtors any Person liable with respect to the Accounts that the Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys' feesfees and expenses, to Borrower. (e) Without the prior written consent of Lender, Borrower shall not enter into any settlement with or compromise any amount due from any Person liable on any Account, 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 a manner 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 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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney’s fees, to Borrower, and (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 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 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 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 title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.

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 on a quarterly basisweekly or daily 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 retains Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to Borrowers other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender Agent and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney's fees, to BorrowerBorrowers, and (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 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. (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 have occurred and during the 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 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 similar 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, 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 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 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 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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys' fees, to Borrower.

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 on a quarterly basisweekly or daily 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 retains Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to Borrowers other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender Agent and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney's fees, to BorrowerBorrowers, and (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 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. (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 have occurred and during the 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 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 similar 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, 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 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 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 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 on a quarterly basisweekly or daily 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 retains shall have the 126 right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to any Borrower other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' 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 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 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.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to any Borrower (other than Medicaid/Medicare Account Debtors, to notify Account Debtors ) that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the 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 promptly deliver to Lender 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.

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 and ------------- shall not be moved from such locations without hereto, or at the applicable Facility or Property (i) providing prior written notice to Lender in accordance with Section 6.15as the case may be), and (ii) obtaining shall not, without 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 on 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.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 retains the right at 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 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 acknowledge and agree that the Accounts Receivable Collateral is subject to the Subordination Agreement by and among Meditrust, Lender 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 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 on a quarterly basisweekly 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 retains the right at all times after the occurrence and during the continuance 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, 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 the collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisweekly 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on 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 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 Lender shall endeavor in the first instance to make collection of its Accounts for Lender. Lender retains have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default to notify Account Debtors owing Accounts to Borrower that (i) their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the 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 cooperate in causing the Governmental Authorities, contractors, or purchasers and lessees to comply with all the terms and conditions of the Licenses.

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 on a quarterly basisweekly 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 retains the right at all times after upon the occurrence of and during the continuance 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' fees, to Borrower.

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 on a quarterly basisAccounts, 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 retains the right at 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 Lender and to collect Accounts directly in its own name and to charge the collection costs and actual expenses, including attorneys' ’ fees, to BorrowerBorrowers.

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 on a quarterly basisweekly or daily 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 retains Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default and after written notice to applicable law regarding Medicaid/Medicare Account Debtors, Borrower to notify Account Debtors owing Accounts to Borrower that their Accounts have been assigned to Lender Agent, for the benefit of itself and Lenders, and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' 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 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 title, chattel paper, warehouse receipts, instruments, and any other similar instruments constituting Collateral.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, Default to notify Account Debtors owing Accounts to Borrower that its Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' 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 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.

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 on a quarterly basisweekly or daily 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 retains shall have the right at all times after the occurrence and during the continuance of an Event of Default, subject Default to applicable law regarding notify (i) Account Debtors owing Accounts to Borrower other than Medicaid/Medicare Account Debtors, to notify Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge the collection costs and expenses, including attorneys' reasonable attorney's fees, to Borrower, and (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 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 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 (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 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.