Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) 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 similar searches, in any jurisdictions determined by the Administrative Agent or the Requisite Lenders from time to time, against any Loan Party. (b) The Borrower, and Manager, as applicable, shall keep accurate and complete records of the Customer Agreements and all payments and Collections thereon and shall submit such records to the 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 upon the occurrence and during the continuation of an Event of Default, the Borrower, and each other Loan Party, as applicable, shall execute and deliver to the Administrative Agent, formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent, of any or all of the Customer Agreements as the Administrative Agent may reasonably request, together with copies of claims, invoices and/or other information related thereto. (c) The Borrower shall, upon the Collateral Agent’s written request upon the occurrence and during the continuation of an Event of Default, (i) provide prompt written notice to each Customer that the Collateral Agent has been granted a Lien on and security interest in, upon and to all Customer Agreements payable by such 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 secure the Collateral Agent’s interest in the Collateral and effectuate the intentions of this Agreement.

Collateral Administration. (a) As Except as permitted pursuant to Sections 7.8(a) and when determined 7.8(b), all Collateral (except Deposit Accounts and Collateral having an aggregate value of $50,000 or less at any one location) will at all times be kept by Borrower at the Administrative locations set forth on Schedule 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved outside the continental United States. Whether or not an Event of Default has occurred, any of the Agent’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, any designee of Agent, or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall cooperate fully with Agent or in an effort to facilitate and promptly conclude such verification process. Notwithstanding anything in this subsection to the Requisite Lenders in its or their reasonable discretioncontrary, upon Agent shall have the right at all times after the occurrence and during the continuation of a Default or an Event of DefaultDefault 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, the Administrative Agent or the Requisite Lenders mayincluding reasonable attorney’s fees, at the to Borrower’s expense, perform UCC, judgment, litigation, tax Lien and other similar searches, in any jurisdictions determined by the Administrative Agent or the Requisite Lenders from time to time, against any Loan Party. (b) The As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower or any Guarantor (the results (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 immediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and Managerdocuments of title, as applicableChattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall keep accurate and complete records of the Customer Agreements its Accounts and all payments and Collections collections thereon and shall submit such records to the Administrative Agent on such periodic basis bases as Agent may request in its Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent of such occurrence within two (2) Business Days following its discovery of such occurrence and at least quarterly) as the Administrative Agent or the Requisite Lenders may reasonably requestBorrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by the Administrative Agent upon After the occurrence and during the continuation of an Event of Default, the Borrowerand upon Agent’s request, and each other Loan Party, as applicable, Borrower shall execute and deliver to the Administrative Agent, Agent formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent, of any or all of the Customer Agreements its Accounts weekly or daily as the Administrative Agent may reasonably request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. (ce) The Borrower shall(i) shall provide prompt written notice to its current bank to transfer all items, upon collections and remittances to the Collateral Agent’s written request upon Concentration Account, and to any Account Debtor not remitting to the Blocked Account, to do so promptly, (ii) after the occurrence and during the continuation of an Event of Default, (i) and upon Agent’s request, shall provide prompt written notice to each Customer Account Debtor that the Collateral Agent has been granted a Lien on lien and security interest in, upon and to all Customer Agreements payable by Accounts applicable to such Customer Account Debtor, and shall direct each Account Debtor to make payments directly to Lender’s Concentration Account; and (iiiii) 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 secure Agent, for the Collateral Agent’s interest in the Collateral benefit of itself and Lenders, and to effectuate the intentions of the Loan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and directions within twenty (20) calendar days after the date of this AgreementAgreement (or twenty (20) calendar days after the Person becomes an Account Debtor), and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to send any and all similar notices and directions to such Account Debtors.

Collateral Administration. (a) All Collateral (except Deposit Accounts, securities accounts and Collateral in the possession of Agent) shall at all times be kept by Borrower at the locations from time to time set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days' prior written notice to Agent, be moved therefrom other than to another such location or, in the case of desktop hardware including personal computers, monitors, printers, modems and similarly portable equipment, to remote locations for use by employees or others in the ordinary course of business. Whether or not an Event of Default has occurred, any of Agent's officers, employees, representatives or agents shall have the right, upon reasonable notice (provided notice need not be given after the occurrence and during the continuance of an Event of Default) during normal business hours, 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. (b) As and when determined by the Administrative Agent or the Requisite Lenders in its or their reasonable discretionPermitted Discretion but, upon at the occurrence and during Credit Parties' expense, not to exceed two (2) times per year in the continuation absence of a Default or an Event of Default, Agent will perform the Administrative Agent or the Requisite Lenders maysearches described in clauses (i) and (ii) below against each Credit Party, all at the Borrower’s Credit Parties' expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party is organized and/or maintains its respective executive offices, perform UCC, a place of business or assets; and (ii) judgment, litigation, federal tax Lien lien and other similar corporate and partnership tax lien searches, in any jurisdictions determined by the Administrative Agent or the Requisite Lenders from time to time, against any Loan Partyeach jurisdiction searched under clause (i) above. (bc) The BorrowerUpon Agent's request, each Credit Party shall promptly deliver to Agent all items for which Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and Managerdocuments of title, as applicableChattel 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 of its Subsidiaries to, keep accurate and complete records of the Customer Agreements Collateral and all payments and Collections collections thereon and shall submit such records to the Administrative Agent on such periodic basis (and at least quarterly) bases as the Administrative Agent or the Requisite Lenders may reasonably requestrequest in its Permitted Discretion. If requested by the Administrative Agent upon or at any time after the occurrence and during the continuation continuance of an Event of Default, the Borrowereach Credit Party shall, and shall cause each other Loan Partyof its Subsidiaries to, as applicable, shall execute and deliver to the Administrative Agent, Agent formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent, of any or all of the Customer Agreements its respective Accounts as the Administrative Agent may reasonably request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party but shall be reported to Borrower and shall be remitted to Borrower promptly after written request therefor by Borrower to Agent; provided that the failure of Agent to so report shall not provide the basis of any claim against, or result in any liability to, Agent. (ce) The Borrower shall, upon the Collateral Agent’s written request upon the occurrence and during the continuation of an Event of Default, (i) provide prompt written notice to each Customer that the Collateral Agent has been granted a Lien on and security interest in, upon and to all Customer Agreements payable by Each Credit Party shall take such Customer and (ii) shall do anything further that action as may be lawfully required under Applicable Law by Agent in its Permitted Discretion to evidence, perfect and requested in writing by maintain the Administrative Agent or security interests and the Requisite Lenders in their reasonable discretion to secure the Collateral Agent’s interest priority thereof in the Collateral and effectuate the intentions of this AgreementCollateral.

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

Collateral Administration. (a) As All Collateral (except Deposit Accounts and when determined Collateral in the possession of Agent) will at all times be kept by Borrower at the Administrative locations set forth on Schedule 5.18B hereto and shall not, without 30 calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved 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 Requisite 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 its or their reasonable discretionan effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, upon Agent shall have the right at all times after the occurrence and during the continuation of a Default or an Event of DefaultDefault 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 Administrative Agent or first instance to make collection of its Accounts for Agent, for the Requisite Lenders may, at the Borrower’s expense, perform UCC, judgment, litigation, tax Lien and other similar searches, in any jurisdictions determined by the Administrative Agent or the Requisite Lenders from time to time, against any Loan Partyaccount of Lenders. (b) The As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Agent's request, Borrower shall immediately deliver to Agent all items for which Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, documents of title, certificates of title, chattel paper, warehouse receipts, instruments, and Managerany other similar instruments constituting Collateral, if any; provided, however, so long as applicableno Event of Default exists and is continuing, Borrower shall not be required to deliver certificates of title to Agent or perfect Agent's Lien thereon if such certificates of title relate to Collateral having an aggregate value of less than $50,000. (d) Borrower shall, and shall cause its Subsidiaries to, keep accurate and complete records of the Customer Agreements its Accounts and Inventory and all payments and Collections collections thereon and shall submit such records to the Administrative Agent on such periodic basis (and at least quarterly) bases as the Administrative Agent or the Requisite Lenders may reasonably request. If requested by In addition, (i) if Accounts of Borrower in an aggregate face amount in excess of $50,000 become ineligible because they fall within one of the Administrative specified categories of ineligibility set forth in the definition of Eligible Receivables, or (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 upon of such occurrence no later than five (5) Business Days following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. After the occurrence and during the continuation of an Event of Default, the Borrowerif requested by Agent, and each other Loan Party, as applicable, Borrower shall execute and deliver to the Administrative Agent, and shall cause each of its Subsidiaries to execute and deliver, formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent, of any or all of the Customer Agreements its Accounts as the Administrative Agent may reasonably request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower but shall be promptly remitted to Borrower upon written request in accordance with the terms of this Agreement. (ce) The Borrower shall, upon the Collateral Agent’s written request upon the occurrence and during the continuation of an Event of Default, (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 Customer Account Debtor that Agent, for itself and the Collateral Agent benefit of the Lenders, has been granted a Lien on lien and security interest in, upon and to all Customer Agreements payable by Accounts applicable to such Customer Account Debtor and shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account, and Borrower hereby authorizes Agent and/or Lenders, upon any failure to send such notices or directions within ten (10) calendar days after the date of 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 (iiiii) 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 and/or any Lender to secure Agent, for the Collateral Agent’s interest in the Collateral benefit of itself and Lenders, and effectuate the intentions of this Agreementthe Loan Documents.

Collateral Administration. (a) As and when determined All Collateral (except Deposit Accounts) will at all times be kept 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, Purchaser at the Borrower’s expenselocations set forth on Schedule 5.18B hereto and shall not, perform UCCwithout thirty calendar days prior written notice to Seller, judgmentbe moved therefrom, litigation, tax Lien and other similar searches, in any jurisdictions determined by case shall not be moved outside the Administrative Agent or the Requisite Lenders from time to time, against any Loan Partycontinental United States. (b) The Borrower, and Manager, as applicable, Purchaser shall keep accurate and complete records of the Customer Agreements its Accounts and all payments and Collections collections thereon and shall submit such records to the Administrative Agent Seller on such periodic basis bases as Seller may request. (c) Whether or not an Event of Default has occurred, any of Seller’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Seller, any designee of Seller or Purchaser, to verify the validity, amount or any other matter relating to any Accounts of Purchaser. Purchaser shall cooperate fully with Seller in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, subject to the terms of the Master Subordination Agreement, Purchaser shall endeavor in the first instance to make collection of its Accounts for Seller. Subject to the terms of the Master Subordination Agreement, Seller shall have the right at least quarterly) as the Administrative Agent or the Requisite Lenders may reasonably request. If requested by the Administrative Agent upon all times after the occurrence and during the continuation continuance of an Event of DefaultDefault to notify Account Debtors owing Accounts to Purchaser that their Accounts have been assigned to Seller and to collect such Accounts directly in its own name and to charge collection costs and expenses, the Borrowerincluding reasonable attorney’s fees, and each other Loan Party, as applicable, shall execute and deliver to the Administrative Agent, formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent, of any or all of the Customer Agreements as the Administrative Agent may reasonably request, together with copies of claims, invoices and/or other information related theretoPurchaser. (ce) The Borrower shallAs and when determined by Seller in its sole discretion, upon Seller will perform the Collateral Agent’s written request upon the occurrence and during the continuation of an Event of Default, searches described in clauses (i) and (ii) below against Purchaser (the results of which are to be consistent with Purchaser’s representations and warranties under this Agreement), all at Purchaser’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Purchaser and the Secretary of State and local filing offices of each jurisdiction where Purchaser 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) 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 Customer Account Debtor that the Collateral Agent Seller has been granted a Lien on lien and security interest in, upon and to all Customer Agreements payable by Accounts applicable to such Customer Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Purchaser hereby authorizes Seller, 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 (iiiii) shall do anything further that may be lawfully required under Applicable Law by Seller to create and requested in writing by the Administrative Agent or the Requisite Lenders in their reasonable discretion to secure the Collateral Agentperfect Seller’s interest in the Collateral lien on any collateral and effectuate the intentions of this 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 the Master Subordination Agreement has terminated, 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 termination of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to Seller.

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession of Agent) shall at all times be kept by the Credit Parties at the locations from time to time set forth on Schedule 5.19B hereto, and shall not, without thirty (30) calendar days' 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) 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, any of Agent's officers, employees, representatives or agents shall have the right, upon reasonable notice (unless an Event of Default exists) at any time during normal business hours, 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) As and when determined by the Administrative Agent or the Requisite Lenders 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 their reasonable discretionsimilar 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, upon 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 occurrence and foregoing, Agent shall not conduct such searches more frequently than four times during the continuation of a Default or any twelve (12) month period unless an Event of Default, the Administrative Agent or the Requisite Lenders may, at the Borrower’s expense, perform UCC, judgment, litigation, tax Lien Default has occurred and other similar searches, in any jurisdictions determined by the Administrative Agent or the Requisite Lenders from time to time, against any Loan Partyis continuing. (bc) The BorrowerEach Credit Party shall notify Agent of the existence of, and Managerpromptly deliver to Agent upon its request, as applicableall 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 of its Subsidiaries to, keep accurate and complete records of the Customer Agreements Collateral and all payments and Collections collections thereon and shall submit such records to the Administrative Agent on such periodic basis (bases as Agent may request in its Permitted Discretion. In addition if Accounts of Credit Parties in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Credit Parties shall notice Agent of such occurrence no later than five Business Days following such occurrence and at least quarterly) as the Administrative Agent or Borrowing Base and the Requisite Lenders may reasonably requestapplicable Monthly Borrowing Certificate shall thereupon be adjusted to reflect such occurrence. If requested by the Administrative Agent upon or at any time after the occurrence and during the continuation continuance of an Event of Default, the Borrowereach Credit Party shall, and shall cause each other Loan Partyof its Subsidiaries to, as applicable, shall execute and deliver to the Administrative Agent, Agent formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent, of any or all of the Customer Agreements its respective Accounts as the Administrative Agent may reasonably request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party. (ce) The Borrower shall, Each Credit Party (i) upon the Collateral Agent’s written request upon by Agent after the 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 (ior 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 Customer Account Debtor that Agent, for itself and the Collateral Agent benefit of the Lenders, has been granted a Lien on lien and security interest in, upon and to all Customer Agreements Accounts payable by such Customer Account Debtor, (iii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account, in each case not later than ten (10) calendar days after the Person becomes an Account Debtor, and hereby authorizes Agent and/or Lenders, upon any failure to send such directions within the applicable time period, to send any and all similar notices and directions or notice to such Account Debtors and, after the occurrence and during the continuance of an Event of Default, to collect such Accounts directly in its own name and to charge collection costs and expenses to the Credit Parties, and (iiiv) 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 secure Agent, for the Collateral Agent’s interest in the Collateral benefit of itself and Lenders, and effectuate the intentions of this Agreementthe Loan Documents.

Collateral Administration. (a) As All Collateral (except Deposit Accounts and when determined Collateral having an aggregate value of $50,000 or less at any one location) will at all times be kept by Borrower at the Administrative locations set forth on Schedule 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom, and in any case shall not be moved outside the continental United States. Whether or not an Event of Default has occurred, any of the Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, any designee of Agent, or Borrower, to verify the validity, amount or any other matter relating to the Collateral. Borrower shall cooperate fully with Agent or in an effort to facilitate and promptly conclude such verification process. Notwithstanding anything in this subsection to the Requisite Lenders in its or their reasonable discretioncontrary, upon Agent shall have the right at all times after the occurrence and during the continuation of a Default or an Event of DefaultDefault 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, the Administrative Agent or the Requisite Lenders mayincluding reasonable attorney's fees, at the to Borrower’s expense, perform UCC, judgment, litigation, tax Lien and other similar searches, in any jurisdictions determined by the Administrative Agent or the Requisite Lenders from time to time, against any Loan Party. (b) The As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower or 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 Managerin 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, as applicableprovide 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 immediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall keep accurate and complete records of the Customer Agreements its Accounts and all payments and Collections collections thereon and shall submit such records to the Administrative Agent on such periodic basis bases as Agent may request in its Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent of such occurrence within two (2) Business Days following its discovery of such occurrence and at least quarterly) as the Administrative Agent or the Requisite Lenders may reasonably requestBorrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by the Administrative Agent upon After the occurrence and during the continuation of an Event of Default, the Borrowerand upon Agent's request, and each other Loan Party, as applicable, Borrower shall execute and deliver to the Administrative Agent, Agent formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent, of any or all of the Customer Agreements its Accounts weekly or daily as the Administrative Agent may reasonably request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. (ce) The Borrower shall(i) shall provide prompt written notice to its current bank to transfer all items, upon collections and remittances to the Collateral Agent’s written request upon 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, (i) and upon Agent's request, shall provide prompt written notice to each Customer Account Debtor that the Collateral Agent has been granted a Lien on lien and security interest in, upon and to all Customer Agreements payable by Accounts applicable to such Customer Account Debtor, and shall direct each Account Debtor to 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 directions within twenty (20) calendar days after the date of this Agreement (or twenty (20) calendar days after the Person becomes an Account Debtor), and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to send any and all similar notices and directions to such Account Debtors, and (iiiii) 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 secure Agent, for the Collateral Agent’s interest in the Collateral benefit of itself and Lenders, and to effectuate the intentions of this Agreementthe Loan Documents.