Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession of Agent and Inventory sold in the ordinary course of business) will at all times be kept by the Credit Parties at the locations set forth on Schedule 5.20B hereto or in transit to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites), and shall not be moved therefrom other than to another location set forth on Schedule 5.20B hereto or previously (or in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i), and in any case shall not be moved outside the continental United States; provided, however, that Equipment required for demonstration purposes (“Demonstration Equipment”) may be moved outside the continental United States provided that at no time shall the fair value of such Demonstration Equipment exceed $1,000,000. After the occurrence and during the continuance of an Event of Default, any of Agent’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, or any designee of Agent or the Credit Parties, to verify the validity, amount or any other matter relating to the Collateral. The Credit Parties 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 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 attorneys’ fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of Lenders. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against the Credit Parties (the results of which are to be consistent with the Credit Parties’ representations and warranties under this Agreement), all at Borrowers’ expense on up to four occasions per year unless an Event of Default has occurred and is continuing (in which case all shall be at Borrowers’ expense without limitation as to frequency): (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party is organized and/or (ii) UCC, judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where each Credit Party maintains its respective executive offices, a place of business or assets. (c) Credit Parties 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) Credit Parties shall, and shall cause their Subsidiaries to, keep records of the Collateral and all payments and collections thereon that are accurate and complete in all material respects and after the occurrence and during the continuance of an Event of Default shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by Agent upon or at any time after the occurrence and during the continuation of an Event of Default, Credit Parties shall execute and deliver to Agent, and shall cause each of their Subsidiaries to execute and deliver, formal written assignments of all of their respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and 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 Credit Parties.

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral funds required to be deposited in the possession of Agent and Inventory sold in the ordinary course of businessLockbox Account) will at all times be kept by the Credit Parties Borrower at the locations set forth on Schedule 5.20B 5.17B hereto or in transit to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites), and shall not not, without concurrent written notice to Lender, be moved therefrom other than to another location set forth on Schedule 5.20B hereto or previously (or in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i), and in any case shall not be moved outside the continental United States; provided, however, that Equipment required for demonstration purposes . (“Demonstration Equipment”b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender may be moved outside the continental United States provided that at no time shall the fair value of such Demonstration Equipment exceed $1,000,000reasonably request. After the occurrence and during the continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily as Lender may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be available to Borrower upon Borrower’s written request, and any such return of Agentexcess funds shall not be deemed to be an Advance. (c) Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, or any designee of Agent or the Credit Partieshours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to the Collateralany Accounts of Borrower. The Credit Parties Borrower shall cooperate fully with Agent Lender in an effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent verification. (d) Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons Account Debtors owing Accounts to any Credit Party Borrower that their Accounts have been assigned to Agent Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of LendersBorrower. (be) As and when determined by Agent Lender in its Permitted Discretion, Agent will Lender shall have the right to perform the searches described in clauses (i) and (ii) below against the Credit Parties Borrower (the results of which are to be consistent with the Credit Parties’ Borrower’s representations and warranties under this Agreement), all on a quarterly basis at Borrowers’ expense on up to four occasions per year Borrower’s reasonable expense, unless an Event of Default has occurred and is continuing (in which case all such searches shall be conducted as often as Lender deems appropriate, at Borrowers’ expense without limitation as to frequency): Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party is organized and/or Borrower maintains its executive offices, a place of business or assets or in which they are organized; and (ii) UCC, judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where each Credit Party maintains its respective executive offices, a place of business or assetssearched under clause (i) above. (cf) Credit Parties Borrower (i) shall notify Agent provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required and reasonably requested by Lender to secure Lender and effectuate the intentions of the existence ofLoan Documents. At Lender’s request, and Borrower shall promptly deliver to Agent upon its request, Lender all items for which Agent Lender must receive possession or control to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Credit Parties shall, and shall cause their Subsidiaries to, keep records of the Collateral and all payments and collections thereon that are accurate and complete in all material respects and after the occurrence and during the continuance of an Event of Default shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by Agent upon or at any time after the occurrence and during the continuation of an Event of Default, Credit Parties shall execute and deliver to Agent, and shall cause each of their Subsidiaries to execute and deliver, formal written assignments of all of their respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and 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 Credit Parties.

Collateral Administration. (a) All tangible Collateral (except Deposit Accounts and Collateral funds required to be deposited in the possession of Agent and Inventory sold in the ordinary course of businessControlled Deposit Accounts) will at all times be kept by the Credit Parties Borrowers at the locations set forth on Schedule 5.20B 5.17B hereto or in transit to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites), and shall not not, without concurrent written notice to Lender, be moved therefrom other than therefrom, except inventory being sold or transferred to another location set forth on Schedule 5.20B hereto or previously (or Borrower in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i)ordinary course of business, and in any case shall not be moved located (as that term is used in Section 9-301(2) of the UCC) outside the continental United States; provided, however, that Equipment required for demonstration purposes . (“Demonstration Equipment”b) Borrowers shall keep accurate and complete records of their Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender may be moved outside the continental United States provided that at no time shall the fair value of such Demonstration Equipment exceed $1,000,000request. After Upon ▇▇▇▇▇▇’s request after the occurrence and during the continuance of an Event of Default, any of Agent’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, or any designee of Agent or the Credit Parties, to verify the validity, amount or any other matter relating but only to the Collateral. The Credit Parties 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 Documentextent permitted by Law, 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 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 attorneys’ fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of Lenders. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against the Credit Parties (the results of which are to be consistent with the Credit Parties’ representations and warranties under this Agreement), all at Borrowers’ expense on up to four occasions per year unless an Event of Default has occurred and is continuing (in which case all shall be at Borrowers’ expense without limitation as to frequency): (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party is organized and/or (ii) UCC, judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where each Credit Party maintains its respective executive offices, a place of business or assets. (c) Credit Parties 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) Credit Parties shall, and shall cause their Subsidiaries to, keep records of the Collateral and all payments and collections thereon that are accurate and complete in all material respects and after the occurrence and during the continuance of an Event of Default shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by Agent upon or at any time after the occurrence and during the continuation of an Event of Default, Credit Parties Borrowers shall execute and deliver to Agent, and shall cause each of their Subsidiaries to execute and deliver, Lender formal written assignments of all of their respective Accounts weekly or daily as Agent Lender 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, and (ii) if ▇▇▇▇▇▇ seeks a court order for a complete assignment of the Borrowers’ Governmental Receivables, Borrowers shall enter into such additional assignments as ▇▇▇▇▇▇ may request, which assignments will be made contemporaneously with any such court order. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Credit PartiesBorrowers, but shall be available to Borrowers upon Borrowers’ written request. (c) Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours upon reasonable prior notice to Borrowers, to verify the validity, amount or any other matter relating to any Accounts. Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification. (d) Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrowers other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrowers, and (ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims they may have or could interpose in any action or procedure brought by ▇▇▇▇▇▇ to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or Collateral, and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrowers and Guarantors (the results of which are to be consistent with Borrowers’ representations and warranties under this Agreement), at Borrowers’ reasonable expense: (i) UCC searches with the Secretary of State or local filing offices of the state where each Borrower is organized; and (ii) bankruptcy, judgment, federal, state and local tax lien and litigation searches, in each jurisdiction in which such actions, or Liens may be recorded. (f) Borrowers (i) shall provide prompt written notice to their current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Controlled Deposit Account as set forth in Section 2.5, and Borrowers hereby authorize Lender, upon any failure to send such notices and directions within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and

Collateral Administration. (a) All tangible Collateral (except Deposit Accounts and Collateral in the possession of Agent and Inventory sold in the ordinary course of businessBackup Servicer or Agent) will at all times be kept by the Credit Parties Borrower or Servicer at the locations set forth on Schedule 5.20B hereto or in transit to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites)5.18B hereto, and shall not not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another location set forth on Schedule 5.20B hereto or previously (or in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i)such location, and in any case shall not be moved outside the continental United States; provided. B▇▇▇▇▇▇▇ hereby agrees to deliver to the Agent and Backup Servicer or, howeverupon the request of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Verification Deliverables for each Lease that Equipment required for demonstration purposes (“Demonstration Equipment”) may is to be moved outside added to the continental United States provided that at no time shall Collateral in connection with such Revolving Advance. From and after the fair value funding of each Advance hereunder, the originals of all Leases constituting Collateral in respect of such Demonstration Equipment exceed $1,000,000Advance shall, regardless of their location, be deemed to be under Agent’s dominion and control and deemed to be in Agent’s possession. After the occurrence and during the continuance of an Event of Default, any Any of Agent’s officers, employees, representatives or agents agents, including, without limitation, Backup Servicer, shall have the rightright upon reasonable notice, at any time during normal business hours, in the name of Agent, Agent or any designee of Agent or the Credit PartiesBorrower, to verify the validity, amount or any other matter relating to the Collateral. The Credit Parties Borrower 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 Account Lessees party to any Credit Party Leases held by Borrower that their Accounts Leases have been assigned to Agent and to collect such Accounts Leases directly in its Agent’s own name name, for the benefit of itself and the Lenders, and to charge collection costs and expenses, including reasonable attorneys’ attorney’s fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of LendersBorrower. (b) As and when determined by Agent in its Permitted Discretionsole discretion, Agent will perform the searches described in clauses (i) and (ii) below against the Credit Parties (the results of which are to be consistent with the Credit Parties’ representations Borrower, Servicer and warranties under this Agreement), all at Borrowers’ expense on up to four occasions per year unless an Event of Default has occurred and is continuing (in which case all shall be at Borrowers’ expense without limitation as to frequency): Holdings: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party Borrower, Servicer or Holdings is organized and/or organized; and (ii) UCCjudgment, judgmentbankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where each Credit Party Borrower, Servicer or Holdings maintains its respective their executive offices, a place of business or any assets. (c) Credit Parties Borrower shall notify Agent of the existence of, keep accurate 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) Credit Parties shall, and shall cause their Subsidiaries to, keep complete records of the Collateral and all payments and collections thereon that are accurate and complete in all material respects and after the occurrence and during the continuance of an Event of Default shall submit such records to Agent on such periodic bases basis as Agent may request in its Permitted Discretion. If requested . (d) In respect of the portion of the Collateral consisting of any Lease which is evidenced by an electronic record that is not a transferable record under Applicable Law, Borrower shall deliver to Agent or, at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent upon and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or at Backup Servicer’s custody until all of the Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect of the portion of the Collateral consisting of any time after the occurrence and during the continuation of Lease which is evidenced by an Event of Defaultelectronic record that is a transferable record under applicable law, Credit Parties Borrower shall execute and deliver to Agent the control of such transferable electronic record in accordance with Applicable Law (to ensure, among other things, that Agent has a first priority perfected Lien in such Collateral), which shall be delivered, at Borrower’s expense, to Agent at its address as set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s possession, custody, and control until all of the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and shall cause each of their Subsidiaries to execute maintain possession, custody, and deliver, formal written assignments control of all such documents and any instruments on behalf of their respective Accounts as Agent may requestduring such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Borrower hereby agrees to, including all Accounts created since and to cause Servicer to, take the date following protective actions to prevent destruction of records pertaining to the Collateral: create an electronic file of the last assignmentcomputerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (A) no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, together with copies of claimsAgent at all times during regular business hours (provided, invoices that any electronic materials available on a website or through other remote electronic means for which Agent has been given access shall be available to Agent at all times) shall have the right to access and review any and all Portfolio Documents in Borrower’s or Servicer’s possession and any and all data and other information related thereto. To the extent that collections relating to Portfolio Documents as may from such assigned Accounts exceed the amount of the Obligationstime to time be input to or stored within Borrower’s or Servicer’s computers and/or computer records including, such excess amount shall not accrue interest in favor of Credit Partieswithout limitation, diskettes, tapes and other computer software and computer systems.

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession of Agent and Inventory sold in the ordinary course of businessAccounts) will at all times be kept by the Credit Parties Purchaser at the locations set forth on Schedule 5.20B 5.18B hereto or in transit to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites), and shall not not, without thirty calendar days prior written notice to Seller, be moved therefrom other than to another location set forth on Schedule 5.20B hereto or previously (or in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i)therefrom, and in any case shall not be moved outside the continental United States; provided, however, that Equipment required for demonstration purposes . (“Demonstration Equipment”b) Purchaser shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Seller on such periodic bases as Seller may be moved outside the continental United States provided that at no time shall the fair value of such Demonstration Equipment exceed $1,000,000. After the occurrence and during the continuance of request. (c) Whether or not an Event of DefaultDefault has occurred, any of AgentSeller’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of AgentSeller, or any designee of Agent Seller or the Credit PartiesPurchaser, to verify the validity, amount or any other matter relating to the Collateralany Accounts of Purchaser. The Credit Parties Purchaser shall cooperate fully with Agent 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. In addition Subject to and notwithstanding any provision the terms of any Loan Documentthe Master Subordination Agreement, Agent Seller shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons Account Debtors owing Accounts to any Credit Party Purchaser that their Accounts have been assigned to Agent Seller and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ attorney’s fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of LendersPurchaser. (be) As and when determined by Agent Seller in its Permitted Discretionsole discretion, Agent Seller will perform the searches described in clauses (i) and (ii) below against the Credit Parties Purchaser (the results of which are to be consistent with the Credit Parties’ Purchaser’s representations and warranties under this Agreement), all at Borrowers’ expense on up to four occasions per year unless an Event of Default has occurred and is continuing (in which case all shall be at Borrowers’ expense without limitation as to frequency): 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 any Credit Party is organized and/or Purchaser maintain their respective executive offices, a place of business or assets; (ii) UCC, 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 where each Credit Party maintains its respective executive offices, a place of business or assetssearched under clause (i) above. (cf) Credit Parties Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser (i) shall notify Agent 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 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 (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 existence ofAcquisition Documents. Upon notice from Seller that the Master Subordination Agreement has been terminated, and promptly Purchaser shall immediately deliver to Agent upon its request, Seller all items for which Agent Seller must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments instruments constituting Collateral (collectively, “Control Collateral”). Until such time as the Master Subordination Agreement has terminated, in each case to all Control Collateral shall be held by CapitalSource for the extent not already in possession benefit of Agent. (d) Credit Parties shall, and shall cause their Subsidiaries to, keep records 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 and all payments and collections thereon that are accurate and complete in all material respects and after the occurrence and during the continuance of an Event of Default shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by Agent upon or at any time after the occurrence and during the continuation of an Event of Default, Credit Parties shall execute and deliver to Agent, and shall cause each of their Subsidiaries to execute and deliver, formal written assignments of all of their respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and 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 Credit PartiesSeller.

Collateral Administration. (a) All Except as permitted pursuant to Sections 7.8(a) and 7.8(b), all Collateral (except Deposit Accounts and Collateral in the possession having an aggregate value of Agent and Inventory sold in the ordinary course of business$50,000 or less at any one location) will at all times be kept by the Credit Parties Borrower at the locations set forth on Schedule 5.20B hereto or in transit 5.4 hereto, which may be amended from time to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites)time, and shall not not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another location set forth on Schedule 5.20B hereto or previously (or in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i)therefrom, and in any case shall not be moved outside the continental United States; provided, however, that Equipment required for demonstration purposes (“Demonstration Equipment”) may be moved outside the continental United States provided that at no time shall the fair value of such Demonstration Equipment exceed $1,000,000. After the occurrence and during the continuance of Whether or not an Event of DefaultDefault has occurred, any of the Agent’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, or any designee of Agent Agent, or the Credit PartiesBorrower, to verify the validity, amount or any other matter relating to the Collateral. The Credit Parties Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition Notwithstanding anything in this subsection to and notwithstanding any provision of any Loan Documentthe contrary, Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default to notify Persons owing Accounts to any Credit Party 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 attorneys’ attorney's fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of LendersBorrower. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against the Credit Parties Borrower or any Guarantor (the results of which are to be consistent with the Credit Parties’ Borrower's representations and warranties under this Agreement), all on a quarterly basis at Borrowers’ expense on up to four occasions per year Borrower's expense, unless an Event of Default has occurred and is continuing (in which case all such searches shall be conducted as often as Agent deems reasonably appropriate at Borrowers’ expense without limitation as to frequency): Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Credit Party is organized and/or Guarantors are organized; and (ii) UCC, judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, and in any jurisdiction where each Credit Party maintains its Borrower or Guarantors maintain their respective executive offices, a offices or place of business or assetsmaterial 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) Credit Parties Upon Agent's request, Borrower shall notify Agent of the existence of, and promptly immediately deliver to Agent upon its request, all items for which Agent Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Credit Parties shall, Borrower shall keep accurate and shall cause their Subsidiaries to, keep complete records of the Collateral its Accounts and all payments and collections thereon that are accurate and complete in all material respects and after the occurrence and during the continuance of an Event of Default shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by 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 upon or at any time after of such occurrence within two (2) Business Days following its discovery of 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, Credit Parties and upon Agent's request, Borrower shall execute and deliver to Agent, and shall cause each of their Subsidiaries to execute and deliver, Agent formal written assignments of all of their respective 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 and/or other information related thereto. To . (e) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the extent 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, and upon Agent's request, shall provide prompt written notice to each Account Debtor that collections from Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such assigned Accounts exceed Account Debtor, and shall direct each Account Debtor to make payments directly to Lender's Concentration Account; and (iii) shall do anything further that may be lawfully required by Agent to secure Agent, for the amount benefit of itself and Lenders, and to effectuate the intentions of the ObligationsLoan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such excess amount shall not accrue interest in favor notices and directions within twenty (20) calendar days after the date of Credit Partiesthis 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.

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral funds required to be deposited in the possession of Agent and Inventory sold in the ordinary course of businessLockbox Accounts) will at all times be kept by the Credit Parties Borrowers at the locations set forth on Schedule 5.20B 5.17B hereto or in transit to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites), and shall not not, without concurrent written notice to Lender, be moved therefrom other than to another location set forth on Schedule 5.20B hereto or previously (or in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i), and in any case shall not be moved outside the continental United States; provided, however, that Equipment required for demonstration purposes . (“Demonstration Equipment”b) Borrowers shall keep accurate and complete records of their Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic basis as Lender may be moved outside the continental United States provided that at no time shall the fair value of such Demonstration Equipment exceed $1,000,000request. After the occurrence and during the continuance of an Event of Default, any of Agentand upon Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, or any designee of Agent or the Credit Parties, to verify the validity, amount or any other matter relating to the Collateral. The Credit Parties 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 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 attorneys’ fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of Lenders. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against the Credit Parties (the results of which are to be consistent with the Credit Parties’ representations and warranties under this Agreement), all at Borrowers’ expense on up to four occasions per year unless an Event of Default has occurred and is continuing (in which case all shall be at Borrowers’ expense without limitation as to frequency): (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party is organized and/or (ii) UCC, judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where each Credit Party maintains its respective executive offices, a place of business or assets. (c) Credit Parties 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) Credit Parties shall, and shall cause their Subsidiaries to, keep records of the Collateral and all payments and collections thereon that are accurate and complete in all material respects and after the occurrence and during the continuance of an Event of Default shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by Agent upon or at any time after the occurrence and during the continuation of an Event of Default, Credit Parties Borrowers shall execute and deliver to Agent, and shall cause each of their Subsidiaries to execute and deliver, Lender formal written assignments of all of their respective Accounts weekly or daily as Agent Lender may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and 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 Credit PartiesBorrowers, but shall be available to Borrowers upon Borrowers’ written request. (c) Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours upon reasonable prior notice to Borrowers, to verify the validity, amount or any other matter relating to any Accounts of Borrowers; provided, however, Lender shall provide Borrower with 24 hours prior notice, unless such prior notice is otherwise waived by Borrower, before Lender may visit any of Borrower’s offices or properties or any other place where Collateral is located for the purpose set forth in this Section unless such visit is otherwise permitted hereunder or pursuant to the other Loan Documents; provided, further, upon the occurrence and during the continuance of an Event of Default, Lender shall not be required to give such prior notice to any Borrower. Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification. (d) Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) Account Debtors owing Accounts to Borrowers other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrowers, and (ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. (e) As and when determined by Lender in its Permitted Discretion, Lender shall have the right to perform the searches described in clauses (i) and (ii) below against Borrowers and Guarantors (the results of which are to be consistent with Borrowers’ representations and warranties under this Agreement), at Borrowers’ reasonable expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrowers maintain their respective executive offices, a place of business or assets or in which they are organized; and (ii) bankruptcy, judgment, federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above. (f) Borrowers (i) shall provide prompt written notice to their current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account as set forth in Section 2.5, and Borrowers hereby authorize Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully required by Lender to secure Lender and effectuate the intentions of the Loan Documents. (g) No Accounts 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 commencement of such possession or control. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit. (h) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. (i) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession having an aggregate value of Agent and Inventory sold in the ordinary course of business$50,000 or less at any one location) will at all times be kept by the Credit Parties Borrower at the locations set forth on Schedule 5.20B hereto or in transit 5.4 hereto, which may be amended from time to and from such locations (other than immaterial property, as determined by Agent in its Permitted Discretion, whose nature and use reasonably requires its location at other sites)time, and shall not not, without thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another location set forth on Schedule 5.20B hereto or previously (or in the next monthly report) disclosed to Agent pursuant to Section 6.1(b)(i)therefrom, and in any case shall not be moved outside the continental United States; provided, however, that Equipment required for demonstration purposes (“Demonstration Equipment”) may be moved outside the continental United States provided that at no time shall the fair value of such Demonstration Equipment exceed $1,000,000. After the occurrence and during the continuance of Whether or not an Event of DefaultDefault has occurred, any of the Agent’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Agent, or any designee of Agent Agent, or the Credit PartiesBorrower, to verify the validity, amount or any other matter relating to the Collateral. The Credit Parties Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition Notwithstanding anything in this subsection to and notwithstanding any provision of any Loan Documentthe contrary, Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default to notify Persons owing Accounts to any Credit Party 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 attorneys’ attorney's fees, to the Credit Parties. The Credit Parties shall endeavor in the first instance to make collection of their respective Accounts for Agent, for the account of LendersBorrower. (b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against the Credit Parties Borrower or any Guarantor (the results of which are to be consistent with the Credit Parties’ Borrower's representations and warranties under this Agreement), all on a quarterly basis at Borrowers’ expense on up to four occasions per year Borrower's expense, unless an Event of Default has occurred and is continuing (in which case all such searches shall be conducted as often as Agent deems reasonably appropriate at Borrowers’ expense without limitation as to frequency): Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Credit Party is organized and/or Guarantors are organized; and (ii) UCC, judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, and in any jurisdiction where each Credit Party maintains its Borrower or Guarantors maintain their respective executive offices, a offices or place of business or assetsmaterial 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) Credit Parties Upon Agent's request, Borrower shall notify Agent of the existence of, and promptly immediately deliver to Agent upon its request, all items for which Agent Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Credit Parties shall, Borrower shall keep accurate and shall cause their Subsidiaries to, keep complete records of the Collateral its Accounts and all payments and collections thereon that are accurate and complete in all material respects and after the occurrence and during the continuance of an Event of Default shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by 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 upon or at any time after of such occurrence within two (2) Business Days following its discovery of 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, Credit Parties and upon Agent's request, Borrower shall execute and deliver to Agent, and shall cause each of their Subsidiaries to execute and deliver, Agent formal written assignments of all of their respective 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 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, and upon Agent's request, shall provide prompt written notice to each Account Debtor that Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and shall direct each Account Debtor to make payments directly to Lender's Concentration Account. To 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 extent 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 (iii) shall do anything further that collections from such assigned Accounts exceed may be lawfully required by Agent to secure Agent, for the amount benefit of itself and Lenders, and to effectuate the intentions of the Obligations, such excess amount shall not accrue interest in favor of Credit PartiesLoan Documents.