Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall at all times be kept by each Secured Credit Party at its principal office(s) as set forth on the Information Certificate and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrower shall, and shall cause each Secured Credit Party to, keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Agent on such periodic basis as Agent shall request a sales and collections report for the preceding period, in form satisfactory to Agent. In addition, if Accounts in an aggregate face amount in excess of $500,000 for any single Account Debtor become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise, Borrower shall notify Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. (c) Whether or not an Event of Default has occurred, any of Agent's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or the Secured Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of each Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinances. Borrower shall, and shall cause each Secured Credit Party to, cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the affairs of the Secured Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraph. (d) To expedite collection, Borrower shall, and shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for Agent. So long as there is Revolving Loan Outstandings and upon and during the continuation of an Event of Default, Agent shall have the right at any time to notify Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned to Agent and, after the occurrence and during the continuation of an Event of Default that payment of such Accounts shall be made directly by such Account Debtors to Agent (and once such notice/instruction has been given to an Account Debtor, no Credit Party shall give any contrary instructions to such Account Debtor without Agent's prior written consent). (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, another Secured Credit Party, Agent, a bailee or any other Person. (f) Agent is hereby authorized to file financing statements naming each Secured Credit Party as debtor, in accordance with the UCC, and if necessary, to the extent applicable, to otherwise file financing statements without such Secured Credit Party's signature if permitted by law. Each Credit Party hereby authorizes Agent to file all financing statements and amendments to financing statements describing the Collateral in any filing office as Agent, in its discretion may determine. Each Secured Credit Party agrees to comply with the requirements of all federal and state laws and requests of Agent in order for Agent to have and maintain a valid and perfected first security interest in the Collateral including, without limitation, executing and causing any other person to execute such documents as Agent may require to obtain control (as defined in the UCC) over all deposit accounts, electronic chattel paper, letter of credit rights, commercial tort claims and investment property. By joining in the Financing Documents as a Secured Credit Party, each Secured Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by the Secured Credit Party.

Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall (except Deposit Accounts) will at all times be kept by each Secured Credit Party Purchaser at its principal office(s) as the locations set forth on the Information Certificate Schedule 5.18B hereto and shall not, without thirty calendar days prior written notice to Seller, be moved therefrom, and in any case shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining outside the prior written consent of Agent, which consent shall not be unreasonably withheldcontinental United States. (b) Borrower shall, and Purchaser shall cause each Secured Credit Party to, keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Agent Seller on such periodic basis bases as Agent shall request a sales and collections report for the preceding period, in form satisfactory to Agent. In addition, if Accounts in an aggregate face amount in excess of $500,000 for any single Account Debtor become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise, Borrower shall notify Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrenceSeller may request. (c) Whether or not an Event of Default has occurred, any of Agent's Seller’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafterduring normal business hours, in the name of Agent or Seller, any designee of Agent Seller or the Secured Credit PartiesPurchaser, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of each Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinancesPurchaser. Borrower shall, and Purchaser shall cause each Secured Credit Party to, cooperate fully with Agent Seller in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the affairs of the Secured Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraph. (d) To expedite collection, Borrower shallsubject to the terms of the Master Subordination Agreement, and Purchaser shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for AgentSeller. So long as there is Revolving Loan Outstandings and upon and during Subject to the continuation terms of an Event of Defaultthe Master Subordination Agreement, Agent Seller shall have the right at any time to notify Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned to Agent and, all times after the occurrence and during the continuation continuance of an Event of Default to notify Account Debtors owing Accounts to Purchaser that payment of their Accounts have been assigned to Seller and to collect such Accounts shall be made directly by such Account Debtors in its own name and to Agent (charge collection costs and once such notice/instruction has been given expenses, including reasonable attorney’s fees, to an Account Debtor, no Credit Party shall give any contrary instructions to such Account Debtor without Agent's prior written consent)Purchaser. (e) Borrower shall bear As and when determined by Seller in its sole discretion, Seller will perform the risk searches described in clauses (i) and (ii) below against Purchaser (the results of loss on which are to be consistent with Purchaser’s representations and warranties under this Agreement), all Collateral, regardless at Purchaser’s expense: (i) UCC searches with the Secretary of whether such Collateral is in State of the possession or control jurisdiction of Borrower, another Secured Credit Party, Agentorganization of Purchaser and the Secretary of State and local filing offices of each jurisdiction where Purchaser maintain their respective executive offices, a bailee place of business or any other Personassets; (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) Agent is Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser (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 Seller 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 Purchaser hereby authorized authorizes Seller, upon any failure to file financing statements naming each Secured Credit Party 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 Seller to create and perfect Seller’s lien on any collateral and effectuate the intentions of the Acquisition Documents. Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser shall immediately deliver to Seller all items for which Seller 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 (collectively, “Control Collateral”). Until such time as debtorthe Master Subordination Agreement has terminated, in accordance all Control Collateral shall be held by CapitalSource for the benefit of Seller for the purpose of perfecting Seller’s security interest therein. Concurrently with the UCCtermination of the Master Subordination Agreement, and if necessary, CapitalSource shall deliver all Control Collateral to the extent applicable, to otherwise file financing statements without such Secured Credit Party's signature if permitted by law. Each Credit Party hereby authorizes Agent to file all financing statements and amendments to financing statements describing the Collateral in any filing office as Agent, in its discretion may determine. Each Secured Credit Party agrees to comply with the requirements of all federal and state laws and requests of Agent in order for Agent to have and maintain a valid and perfected first security interest in the Collateral including, without limitation, executing and causing any other person to execute such documents as Agent may require to obtain control (as defined in the UCC) over all deposit accounts, electronic chattel paper, letter of credit rights, commercial tort claims and investment property. By joining in the Financing Documents as a Secured Credit Party, each Secured Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by the Secured Credit PartySeller.

Collateral Administration. (a) All data As and when determined by the Administrative Agent or the Requisite Lenders in its or their reasonable discretion, upon the occurrence and during the continuation of a Default or an Event of Default, the Administrative Agent or the Requisite Lenders may, at the Borrower’s expense, perform UCC, judgment, litigation, tax Lien and other information relating similar searches, in any jurisdictions determined by Administrative Agent or the Requisite Lenders from time to Accounts or other intangible Collateral shall at all times be kept by each Secured Credit Party at its principal office(s) as set forth on the Information Certificate and shall not be moved from such locations without (i) providing prior written notice to Agenttime, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheldagainst any Loan Party. (b) Borrower shallThe Borrower, and Manager, as applicable, shall cause each Secured Credit Party to, keep accurate and complete records of its Accounts the Customer Contracts and all payments and collections Collections thereon and shall Uniti – Bridge Loan and Security Agreement submit such records to Administrative Agent on such periodic basis (and at least quarterly) as the Administrative Agent or the Requisite Lenders may reasonably request. If requested by the Administrative Agent (acting at the direction of the Requisite Lenders), the Borrower, and each other Loan Party, as applicable, shall request a sales execute and collections report for deliver to the preceding periodAdministrative Agent, formal written assignments or allonges, in form satisfactory and substance reasonably acceptable to Agent. In addition, if Accounts in an aggregate face amount in excess of $500,000 for any single Account Debtor become ineligible because they fall within one the Administrative Agent (acting at the direction of the specified categories Requisite Lenders), of ineligibility set forth in any or all of the definition Customer Contracts as the Administrative Agent (acting at the direction of Eligible Accounts or otherwisethe Requisite Lenders) may reasonably request, Borrower shall notify Agent together with copies of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrenceclaims, invoices and/or other information related thereto. (c) Whether or not an Event of Default has occurred, any of Agent's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or the Secured Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of each Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinances. The Borrower shall, and shall cause each Secured Credit Party to, cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over upon the affairs of Administrative Agent’s written request upon the Secured Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraph. (d) To expedite collection, Borrower shall, and shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for Agent. So long as there is Revolving Loan Outstandings and upon occurrence and during the continuation of an Event of Default, (i) provide prompt written notice to each Customer that the Administrative Agent shall have the right at any time has been granted a Lien on and security interest in, upon and to notify Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned to Agent and, after the occurrence and during the continuation of an Event of Default that payment of such Accounts shall be made directly all Customer Contracts payable by such Account Debtors Customer and (ii) shall do anything further that may be lawfully required under Applicable Law and requested in writing by the Administrative Agent or the Requisite Lenders in their reasonable discretion to Agent (and once such notice/instruction has been given to an Account Debtor, no Credit Party shall give any contrary instructions to such Account Debtor without secure the Administrative Agent's prior written consent). (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, another Secured Credit Party, Agent, a bailee or any other Person. (f) Agent is hereby authorized to file financing statements naming each Secured Credit Party as debtor, in accordance with the UCC, and if necessary, to the extent applicable, to otherwise file financing statements without such Secured Credit Party's signature if permitted by law. Each Credit Party hereby authorizes Agent to file all financing statements and amendments to financing statements describing the Collateral in any filing office as Agent, in its discretion may determine. Each Secured Credit Party agrees to comply with the requirements of all federal and state laws and requests of Agent in order for Agent to have and maintain a valid and perfected first security ’s interest in the Collateral including, without limitation, executing and causing any other person to execute such documents as Agent may require to obtain control (as defined in effectuate the UCC) over all deposit accounts, electronic chattel paper, letter intentions of credit rights, commercial tort claims and investment property. By joining in the Financing Documents as a Secured Credit Party, each Secured Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by the Secured Credit PartyAgreement.

Collateral Administration. (a) All data Collateral (except Deposit Accounts and other information relating to Accounts Collateral having an aggregate value of $50,000 or other intangible Collateral shall less at any one location) will at all times be kept by each Secured Credit Party Borrower at its principal office(s) as the locations set forth on the Information Certificate Schedule 5.4 hereto, which may be amended from time to time, and shall not be moved from such locations not, without thirty (i30) providing calendar days prior written notice to Agent, be moved therefrom, and (ii) obtaining in any case shall not be moved outside the prior written consent continental United States. Whether or not an Event of Default has occurred, any of the Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, which consent any designee of Agent, or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall not be unreasonably withheldcooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Notwithstanding anything in this subsection to the contrary, Agent shall have the right at all times after the occurrence and during the continuation of an Event of Default to notify Persons owing Accounts to Borrower that their Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower shallor any Guarantor (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), on a quarterly basis at Borrower's expense, unless an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Agent deems reasonably appropriate at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors are organized; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, and in any jurisdiction where Borrower or Guarantors maintain their respective offices or place of business or material assets to the extent that the UCC would permit a filing in such jurisdiction to attach a security interest in or Lien upon any Collateral. Agent will (i) upon Borrower's request and at Borrower's expense, provide copies of any such searches to Borrower and (ii) will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches. (c) Upon Agent's request, Borrower shall cause each Secured Credit Party toimmediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic basis bases as Agent shall may request a sales and collections report for the preceding period, in form satisfactory to Agentits Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 for any single Account Debtor become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts Billed Receivables or otherwiseEligible Unbilled Receivables, Borrower shall notify Agent of such occurrence on the first within two (2) Business Day Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. (c) Whether or not an Event of Default has occurred, any of Agent's officers, employees or agents shall have . After the right, at any time or times hereafter, in the name of Agent or any designee of Agent or the Secured Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of each Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinances. Borrower shall, and shall cause each Secured Credit Party to, cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the affairs of the Secured Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraph. (d) To expedite collection, Borrower shall, and shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for Agent. So long as there is Revolving Loan Outstandings and upon occurrence and during the continuation of an Event of Default, Agent and upon Agent's request, Borrower shall have the right at any time to notify Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned execute and deliver to Agent andformal written assignments of all of its Accounts weekly or daily as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. (e) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to any Account Debtor not remitting to the Blocked Account, to do so promptly, and (ii) after the occurrence and during the continuation of an Event of Default Default, and upon Agent's request, shall provide prompt written notice to each Account Debtor that payment of such Agent has been granted a lien and security interest in, upon and to all Accounts shall be made directly by applicable to such Account Debtors Debtor, and shall direct each Account Debtor to Agent make payments directly to Lender's Concentration Account. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and once such notice/instruction has been given to directions within twenty (20) calendar days after the date of this Agreement (or twenty (20) calendar days after the Person becomes an Account Debtor), no Credit Party shall give and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to send any contrary instructions and all similar notices and directions to such Account Debtor without Agent's prior written consent). Debtors, and (eiii) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, another Secured Credit Party, do anything further that may be lawfully required by Agent to secure Agent, a bailee or any other Person. (f) Agent is hereby authorized to file financing statements naming each Secured Credit Party as debtor, in accordance with for the UCCbenefit of itself and Lenders, and if necessary, to effectuate the extent applicable, to otherwise file financing statements without such Secured Credit Party's signature if permitted by law. Each Credit Party hereby authorizes Agent to file all financing statements and amendments to financing statements describing intentions of the Collateral in any filing office as Agent, in its discretion may determine. Each Secured Credit Party agrees to comply with the requirements of all federal and state laws and requests of Agent in order for Agent to have and maintain a valid and perfected first security interest in the Collateral including, without limitation, executing and causing any other person to execute such documents as Agent may require to obtain control (as defined in the UCC) over all deposit accounts, electronic chattel paper, letter of credit rights, commercial tort claims and investment property. By joining in the Financing Documents as a Secured Credit Party, each Secured Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by the Secured Credit PartyLoan Documents.

Collateral Administration. (a) All data Collateral (except Deposit Accounts and other information relating to Accounts or other intangible Collateral shall in the possession of Agent) will at all times be kept by each Secured Credit Party Borrower at its principal office(s) as the locations set forth on the Information Certificate Schedule 5.18B hereto and shall not be moved from such locations not, without (i) providing 30 calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved outside the continental United States. Borrower shall keep accurate and complete records of its Collateral and all payments and collections on Accounts and shall submit such records to Agent on such periodic bases as Agent may request. Any of the Agent's or any Lender's officers, employees, representatives or agents shall have the right, upon reasonable notice to Borrower during normal business hours, in the name of Agent or any Lender, any designee of Agent, any Lender or Borrower, to verify the validity, amount or any other matter relating to the Collateral; provided, however, no such notice shall be required during the occurrence and continuation of any Default or Event of Default. Borrower shall cooperate fully with Agent and Lenders in an effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuation of an Event of Default to notify Persons owing Accounts to Borrower that their Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. Borrower shall endeavor in the first instance to make collection of its Accounts for Agent, for the account of Lenders. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) obtaining below against Borrower (the prior written consent results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Agent's request, Borrower shall immediately deliver to Agent all items for which consent Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, documents of title, certificates of title, chattel paper, warehouse receipts, instruments, and any other similar instruments constituting Collateral, if any; provided, however, so long as no Event of Default exists and is continuing, Borrower shall not be unreasonably withheldrequired to deliver certificates of title to Agent or perfect Agent's Lien thereon if such certificates of title relate to Collateral having an aggregate value of less than $50,000. (bd) Borrower shall, and shall cause each Secured Credit Party its Subsidiaries to, keep accurate and complete records of its Accounts and Inventory and all payments and collections thereon and shall submit such records to Agent on such periodic basis bases as Agent shall request a sales and collections report for the preceding period, in form satisfactory to Agentmay reasonably request. In addition, (i) if Accounts of Borrower in an aggregate face amount in excess of $500,000 for any single Account Debtor 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts Receivables, or otherwise(ii) if Eligible Inventory Costs of Borrower in an aggregate face amount in excess of $50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Inventory Costs, Borrower shall notify Agent of such occurrence on the first no later than five (5) Business Day Days following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. (c) Whether or not an Event of Default has occurred, any of Agent's officers, employees or agents shall have . After the right, at any time or times hereafter, in the name of Agent or any designee of Agent or the Secured Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of each Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinances. Borrower shall, and shall cause each Secured Credit Party to, cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the affairs of the Secured Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraph. (d) To expedite collection, Borrower shall, and shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for Agent. So long as there is Revolving Loan Outstandings and upon occurrence and during the continuation of an Event of Default, if requested by Agent, Borrower shall execute and deliver to Agent, and shall cause each of its Subsidiaries to execute and deliver, formal written assignments of all of its Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall have the right at any time to notify Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned to Agent and, after the occurrence and during the continuation not accrue interest in favor of an Event of Default that payment of such Accounts Borrower but shall be made directly by such Account Debtors promptly remitted to Agent (and once such notice/instruction has been given to an Account Debtor, no Credit Party shall give any contrary instructions to such Account Debtor without Agent's prior Borrower upon written consent)request in accordance with the terms of this Agreement. (e) Borrower (i) shall bear provide prompt written notice to its current bank to transfer all items, collections and remittances to the risk of loss on all CollateralConcentration Account, regardless of whether such Collateral is in the possession or control of Borrower, another Secured Credit Party, (ii) shall provide prompt written notice to each Account Debtor that Agent, for itself and the benefit of the Lenders, has been granted a bailee lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct or any other Person. (f) Agent is hereby authorized shall have directed each Account Debtor to file financing statements naming each Secured Credit Party as debtor, in accordance with make payments to the UCCappropriate Blocked Account, and if necessary, to the extent applicable, to otherwise file financing statements without such Secured Credit Party's signature if permitted by law. Each Credit Party Borrower hereby authorizes Agent and/or Lenders, upon any failure to file send such notices or 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 financing statements similar notices and amendments directions to financing statements describing the Collateral in such Account Debtors, and (iii) shall do anything further that may be lawfully required by Agent and/or any filing office as Lender to secure Agent, in its discretion may determine. Each Secured Credit Party agrees to comply with for the requirements benefit of all federal itself and state laws Lenders, and requests effectuate the intentions of Agent in order for Agent to have and maintain a valid and perfected first security interest in the Collateral including, without limitation, executing and causing any other person to execute such documents as Agent may require to obtain control (as defined in the UCC) over all deposit accounts, electronic chattel paper, letter of credit rights, commercial tort claims and investment property. By joining in the Financing Documents as a Secured Credit Party, each Secured Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by the Secured Credit PartyLoan Documents.

Collateral Administration. (a) All data and other information relating Collateral (except funds required to Accounts or other intangible Collateral shall be deposited in the Lockbox Accounts) will at all times be kept by each Secured Credit Party Borrower at its principal office(sthe locations (including warehouses) as set forth on the Information Certificate Schedule 5.18 hereto and shall not, without concurrent written notice to Lender, be moved therefrom and in any case shall not be moved from such locations without (i) providing prior written notice to Agentoutside the continental United States or Canada, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheldas applicable. (b) Borrower shall, and shall cause each Secured Credit Party to, keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Agent Lender on such periodic basis as Agent shall request a sales Lender may request. After the occurrence and collections report for during the preceding periodcontinuance of an Event of Default, in form satisfactory to Agent. In addition, if Accounts in an aggregate face amount in excess of $500,000 for any single Account Debtor become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwiseand upon Lender’s request, Borrower shall notify Agent execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily as Lender may request, including all Accounts created since the date of the last assignment, together with copies of invoices and/or other information related thereto. To the extent that collections from such occurrence on assigned Accounts exceed the first Business Day following amount of the Obligations, such occurrence and the Borrowing Base excess amount shall thereupon not accrue interest in favor of Borrower, but shall be adjusted available to reflect such occurrenceBorrower upon Borrower’s written request. (c) Whether or not an Event Any of Default has occurred, any of Agent's Lender’s officers, employees employees, representatives or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or the Secured Credit Partiesduring 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 otherwise, including, but not limited to, verification of each Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinancesBorrower. Borrower shall, and shall cause each Secured Credit Party to, cooperate fully with Agent Lender in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the affairs of the Secured Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraphverification. (d) To expedite collection, Borrower shall, and shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for Agent. So long as there is Revolving Loan Outstandings and upon and during the continuation of an Event of Default, Agent Lender shall have the right at any time to notify Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned to Agent and, all times after the occurrence and during the continuation continuance of an Event of Default to notify Account Debtors owing Accounts to Borrower that payment of their Accounts have been assigned to Lender and to collect such Accounts shall be made directly by such Account Debtors in its own name and to Agent (charge collection costs and once such notice/instruction has been given expenses, including reasonable attorneys’ fees, to an Account Debtor, no Credit Party shall give any contrary instructions to such Account Debtor without Agent's prior written consent)Borrower. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower shall bear and any Guarantors (the risk results of loss on all Collateralwhich are to be consistent with Borrower’s representations and warranties under this Agreement), regardless at Borrower’s reasonable expense: (i) UCC searches with the Secretary of whether such Collateral is in the possession or control State and local filing offices of Borrower, another Secured Credit Party, Agenteach jurisdiction where Borrower maintains its executive offices, a bailee place of business or any other Personassets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Agent is hereby authorized Borrower (i) shall provide prompt written notice to file financing statements naming its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Secured Credit Party Account Debtor to make payments to the Lockbox Account as debtor, set forth in accordance with the UCCSection 2.5, and if necessaryBorrower 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 extent applicableintentions of the Loan Documents. (g) As of the Closing Date, to otherwise file financing statements without such Secured Credit Party's signature if permitted by law. Each Credit Party hereby authorizes Agent to file all financing statements and amendments to financing statements describing the Collateral except as disclosed on Schedule 5.3, no Borrower has any ownership interest in any filing office as Agent, in its discretion may determine. Each Secured Credit Party agrees to comply with the requirements of all federal and state laws and requests of Agent in order for Agent to have and maintain a valid and perfected first security interest in the Collateral including, without limitation, executing and causing any other person to execute such documents as Agent may require to obtain control Chattel Paper (as defined in Article 9 of the UCC) over all deposit accounts, electronic chattel paper), letter of credit rights, commercial tort claims claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. By joining No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account or commodities account of Borrowers is maintained). (h) Borrowers will conduct a physical count of the Inventory at the locations which contain Eligible Inventory at least once per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s expense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (j) Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the Financing ordinary course of business, made while no Default exists and in amounts which are not material with respect to the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents as a Secured Credit Partyrelating to the rights of Lender after the occurrence and during the continuance of an Event of Default, each Secured Credit Party specifically joins in this Section as if this Section were a Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts. (k) Without limiting the generality of Sections 2.10(g) and (j): (A) Borrowers shall deliver to Lender all tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to the security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents. (B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each Financing Document case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Lender may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Lender. (C) Borrowers shall promptly advise Lender upon any Borrower becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim. (D) No Accounts or Inventory or other Collateral shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the Secured Credit Partycommencement of such possession or control. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (E) Borrowers shall cause all equipment and other tangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all certificates of title, applications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender. (F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof. (G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may request, to comply with any such applicable Law. (H) Borrower shall provide Lender with a letter agreement acceptable in form and substance to Lender with regards to each manufacturer of Borrower that as of the Closing Date and from time to time thereafter accounts at any time for five percent (5%) or more of Borrower’s aggregate Inventory pursuant to which such manufacturer shall (i) consent to the assignment by Borrower to Lender of all of Borrower’s rights and remedies under such manufacturing agreement and (ii) upon the occurrence of an Event of Default hereunder, agree to work with Lender to complete the production of any Inventory that manufacturer is manufacturing on behalf of Borrower at such time. (I) Borrower shall provide Lender with a collateral assignment acceptable in form and substance to Lender of each Services Outsourcing Agreement entered into by Borrower as of the Closing Date from time to time thereafter, including without limitation the ▇▇▇▇▇▇▇ Agreement, which collateral assignment shall be by and between Borrower and Lender and acknowledged by each Servicer party to such Services Outsourcing Agreement. (J) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.

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

Collateral Administration. (a) All data Collateral (except Deposit Accounts and other information relating to Accounts or other intangible Collateral in the possession of Agent) shall at all times be kept by each Secured the Credit Party Parties at its principal office(s) as the locations from time to time set forth on the Information Certificate Schedule 5.19B hereto, and shall not be moved from such locations not, without thirty (i30) providing calendar days' prior written notice to Agent, be moved therefrom other than to another such location (except for movement of equipment, inventory and related assets for performance of services in the ordinary course of business), and in any case, (i) with respect to Collateral owned by US Credit Parties, shall not be moved outside the United States, and (ii) obtaining with respect to Collateral owned by Canadian Credit Parties, shall not be moved outside the United States or Canada. In addition, except for movement of equipment, inventory and related assets for performance of services in the ordinary course of business, Borrowers shall not transfer any Collateral with fair market value of more than $100,000, individually or in the aggregate, whether in one transaction or a series of transactions, to any location for which a Landlord Waiver and Consent has not been obtained, without the prior written consent of Agent. Whether or not an Event of Default has occurred, which consent any of Agent's officers, employees, representatives or agents shall not be unreasonably withheldhave the right, upon reasonable notice (unless an Event of Default exists) at any time during normal business hours, in the name of Agent, or any designee of Agent or any Credit Party, to verify the validity, amount or any other matter relating to the Collateral. Each Credit Party shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons owing Accounts to any Credit Party that its Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to the Credit Parties. The Credit Parties shall use commercially reasonable efforts to ensure collection of their respective Accounts for Agent, for the account of Lenders. (b) Borrower As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against each Credit Party, all at the Credit Parties' expense: (i) UCC, PPSA or similar foreign searches with the Secretary of State and local filing offices or other applicable Governmental Authorities' offices of each jurisdiction where any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. Notwithstanding the foregoing, Agent shall not conduct such searches more frequently than four times during any twelve (12) month period unless an Event of Default has occurred and is continuing. (c) Each Credit Party shall notify Agent of the existence of, and promptly deliver to Agent upon its request, all items for which Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and shall cause each Secured Credit Party of its Subsidiaries to, keep accurate and complete records of its Accounts the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic basis bases as Agent shall may request a sales and collections report for the preceding period, in form satisfactory to Agentits Permitted Discretion. In addition, addition if Accounts of Credit Parties in an aggregate face amount in excess of $500,000 for any single Account Debtor become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwiseReceivables, Borrower Credit Parties shall notify notice Agent of such occurrence on the first no later than five Business Day Days following such occurrence and the Borrowing Base and the applicable Monthly Borrowing Certificate shall thereupon be adjusted to reflect such occurrence. (c) Whether . If requested by Agent upon or not at any time after the occurrence and during the continuance of an Event of Default has occurredDefault, any of Agent's officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or the Secured each Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of each Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinances. Borrower Party shall, and shall cause each Secured Credit Party of its Subsidiaries to, cooperate fully with execute and deliver to Agent in an effort to facilitate and promptly conclude such verification process. Such verification formal written assignments of all of its respective Accounts as Agent may include contacts between Agent and applicable federalrequest, state and local regulatory authorities having jurisdiction over including all Accounts created since the affairs date of the Secured last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraphParty. (de) To expedite collection, Borrower shall, and shall cause each Secured Each Credit Party to, endeavor in (i) upon request by Agent after the first instance to make collection of its Accounts for Agent. So long as there is Revolving Loan Outstandings and upon occurrence and during the continuation continuance of an Event of Default, shall provide prompt written notice to its current bank(s) to transfer all items, collections and remittances to the Concentration Account (or any other account designated by Agent), (ii) upon request by Agent after the occurrence and during the continuance of an Event of Default, shall provide prompt written notice to each Account Debtor that Agent, for itself and the benefit of the Lenders, has been granted a lien and security interest in, upon and to all Accounts payable by such Account Debtor, (iii) shall direct or shall have directed each Account Debtor to make payments to the right at appropriate Blocked Account, in each case not later than ten (10) calendar days after the Person becomes an Account Debtor, and hereby authorizes Agent and/or Lenders, upon any failure to send such directions within the applicable time period, to notify send any and all similar notices and directions or notice to such Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned to Agent and, after the occurrence and during the continuation continuance of an Event of Default that payment of Default, to collect such Accounts directly in its own name and to charge collection costs and expenses to the Credit Parties, and (iv) shall do anything further that may be made directly lawfully required by such Account Debtors Agent to Agent (and once such notice/instruction has been given to an Account Debtor, no Credit Party shall give any contrary instructions to such Account Debtor without Agent's prior written consent). (e) Borrower shall bear the risk of loss on all Collateral, regardless of whether such Collateral is in the possession or control of Borrower, another Secured Credit Party, secure Agent, a bailee or any other Person. (f) Agent is hereby authorized to file financing statements naming each Secured Credit Party as debtor, in accordance with for the UCCbenefit of itself and Lenders, and if necessary, to effectuate the extent applicable, to otherwise file financing statements without such Secured Credit Party's signature if permitted by law. Each Credit Party hereby authorizes Agent to file all financing statements and amendments to financing statements describing intentions of the Collateral in any filing office as Agent, in its discretion may determine. Each Secured Credit Party agrees to comply with the requirements of all federal and state laws and requests of Agent in order for Agent to have and maintain a valid and perfected first security interest in the Collateral including, without limitation, executing and causing any other person to execute such documents as Agent may require to obtain control (as defined in the UCC) over all deposit accounts, electronic chattel paper, letter of credit rights, commercial tort claims and investment property. By joining in the Financing Documents as a Secured Credit Party, each Secured Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by the Secured Credit PartyLoan Documents.