Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession of Custodian) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. Each of Borrower and each Foreclosure Subsidiary hereby agrees to deliver to the Custodian, the Custodian Deliverables promptly but in any event within five (5) Business Days of any Advance made in respect of the underlying Account. All Accounts shall, regardless of their location, be deemed to be under Lender's dominion and control and deemed to be in Lender's possession. Any of Lender's officers, employees, representatives or agents shall have the right upon reasonable notice, at any time during normal business hours, in the name of Lender, or any designee of Lender or Borrower or any Foreclosure Subsidiary, to verify the validity, amount or any other matter relating to the Collateral. Each of Borrower and each Foreclosure Subsidiary shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. Each of Borrower and each Foreclosure Subsidiary shall endeavor in the first instance to make collection of its respective Accounts for Lender. (b) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against each of Borrower and each Foreclosure Subsidiary: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person is organized and/or maintains its executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Lender's request, each of Borrower and each Foreclosure Subsidiary shall promptly deliver to Lender or Custodian all items for which Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Lender or Custodian, or in the case of a participation interest, in possession of the participating lender. (d) Each of Borrower and each Foreclosure Subsidiary shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may request in its sole discretion. If requested by Lender upon or at any time after the occurrence and during the continuation of an Event of Default, each of Borrower and each Foreclosure Subsidiary shall execute and deliver to Lender, formal written assignments of all of its Accounts 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 outstanding Obligations, such excess amount shall not accrue interest in favor of Borrower (except as provided in the Blocked Account Agreements) but shall be available to Borrower in accordance with the terms of Section 2.16. (e) Each of Borrower and each Foreclosure Subsidiary (i) upon the receipt of written notice from Lender, shall provide prompt written notice to each Account Debtor that Lender has been granted a Lien on and security interest in, upon and to all Accounts payable by such Account Debtor, (ii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account to the extent required by Section 2.5, and hereby authorizes Lender, upon any failure to send such directions, to send any and all similar directions or notice to such Account Debtors, (iii) shall ▇▇▇▇ each Mortgage Loan Note or any other Mortgage Loan Document constituting Chattel Paper and in the possession of Borrower (by way of stamp or other method satisfactory to Lender) the following language: "THIS DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE FINANCE LLC," and (iv) shall do anything further that may be lawfully required by Lender in its Permitted Discretion to secure Lender's interest, in the Collateral, and effectuate the intentions of the Loan Documents. (f) Each of Borrower and each Foreclosure Subsidiary hereby agrees to take the following protective actions to prevent destruction of records pertaining to such Person's Collateral: (i) if such Person maintains its Collateral records on a manual system such records shall be kept in a fire proof cabinet or on no less than a monthly basis, a record of all payments on Accounts and all other matters relating to the Collateral shall be placed in an off-site safety deposit box (and Lender shall have access to such safety deposit box); or

Collateral Administration. (a) All tangible Collateral (except Deposit Accounts and Collateral in the possession of CustodianBackup Servicer or Agent) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B 5.17B hereto, and shall not, without thirty (30) calendar days prior written notice to LenderAgent, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. Each of Borrower and each Foreclosure Subsidiary ▇▇▇▇▇▇▇▇ hereby agrees to deliver to the CustodianAgent and Backup Servicer or, upon the request of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Custodian Verification Deliverables promptly but for each Lease that is to be added to the Collateral in any event within five (5) Business Days connection with such Revolving Advance. From and after the funding of any each Advance made hereunder, the originals of all Leases constituting Collateral in respect of the underlying Account. All Accounts such Advance shall, regardless of their location, be deemed to be under Lender's Agent’s dominion and control and deemed to be in Lender's Agent’s possession. Any of Lender's Agent’s officers, employees, representatives or agents agents, including, without limitation, Backup Servicer, shall have the right upon reasonable notice, at any time during normal business hours, in the name of Lender, Agent or any designee of Lender Agent or Borrower or any Foreclosure SubsidiaryBorrower, to verify the validity, amount or any other matter relating to the Collateral. Each of Borrower and each Foreclosure Subsidiary shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. Each In addition to any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Lessees party to Leases held by Borrower that their Leases have been assigned to Agent and each Foreclosure Subsidiary shall endeavor to collect such Leases directly in Agent’s own name, for the first instance benefit of itself and the Lenders, and to make charge collection of its respective Accounts for Lendercosts and expenses, including attorney’s fees, to Borrower. (b) As and when determined by Lender Agent in its sole discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against each of Borrower Borrower, Servicer and each Foreclosure SubsidiaryHoldings: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person Borrower, Servicer or Holdings is organized and/or maintains its executive offices, a place of business or assetsorganized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) abovewhere Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. (c) Upon Lender's request, each of Borrower and each Foreclosure Subsidiary shall promptly deliver to Lender or Custodian all items for which Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Lender or Custodian, or in the case of a participation interest, in possession of the participating lender. (d) Each of Borrower and each Foreclosure Subsidiary shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases basis as Lender Agent may request in its sole discretion. If requested Permitted Discretion. (d) In respect of the portion of the Collateral consisting of any Lease which is evidenced by Lender upon or at any time after the occurrence and during the continuation of an Event of Defaultelectronic record that is not a transferable record under Applicable Law, each of Borrower and each Foreclosure Subsidiary shall execute and deliver to LenderAgent or, formal written assignments 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 ▇▇▇▇▇▇▇▇’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of its Accounts as Lender may request, including all Accounts created since the date Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect 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 portion of the outstanding ObligationsCollateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such excess amount shall not accrue interest in favor of Borrower (except as provided in the Blocked Account Agreements) but shall be available to Borrower 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 terms contrary, held in Agent’s possession, custody, and control until all of Section 2.16the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Each of Borrower and each Foreclosure Subsidiary (i) upon the receipt of written notice from Lenderhereby agrees to, shall provide prompt written notice to each Account Debtor that Lender has been granted a Lien on and security interest in, upon and to all Accounts payable by such Account Debtorcause Servicer to, (ii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account to the extent required by Section 2.5, and hereby authorizes Lender, upon any failure to send such directions, to send any and all similar directions or notice to such Account Debtors, (iii) shall ▇▇▇▇ each Mortgage Loan Note or any other Mortgage Loan Document constituting Chattel Paper and in the possession of Borrower (by way of stamp or other method satisfactory to Lender) the following language: "THIS DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE FINANCE LLC," and (iv) shall do anything further that may be lawfully required by Lender in its Permitted Discretion to secure Lender's interest, in the Collateral, and effectuate the intentions of the Loan Documents. (f) Each of Borrower and each Foreclosure Subsidiary hereby agrees to take the following protective actions to prevent destruction of records pertaining to such Person's the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (iA) if such Person maintains its Collateral records no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a manual system such records website or through other remote electronic means for which Agent has been given access shall be kept in a fire proof cabinet or on no less than a monthly basis, a record of available to Agent at all payments on Accounts 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 matters information relating to the Collateral shall Portfolio Documents as may from time to time be placed in an off-site safety deposit box (input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and Lender shall have access to such safety deposit box); orother computer software and computer systems.

Collateral Administration. (a) All tangible Collateral (except Deposit Accounts and Collateral in the possession of CustodianBackup Servicer or Agent) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to LenderAgent, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. Each of Borrower and each Foreclosure Subsidiary ▇▇▇▇▇▇▇▇ hereby agrees to deliver to the CustodianAgent and Backup Servicer or, upon the request of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Custodian Verification Deliverables promptly but for each Lease that is to be added to the Collateral in any event within five (5) Business Days connection with such Revolving Advance. From and after the funding of any each Advance made hereunder, the originals of all Leases constituting Collateral in respect of the underlying Account. All Accounts such Advance shall, regardless of their location, be deemed to be under Lender's Agent’s dominion and control and deemed to be in Lender's Agent’s possession. Any of Lender's Agent’s officers, employees, representatives or agents agents, including, without limitation, Backup Servicer, shall have the right upon reasonable notice, at any time during normal business hours, in the name of Lender, Agent or any designee of Lender Agent or Borrower or any Foreclosure SubsidiaryBorrower, to verify the validity, amount or any other matter relating to the Collateral. Each of Borrower and each Foreclosure Subsidiary shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. Each In addition to any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Lessees party to Leases held by Borrower that their Leases have been assigned to Agent and each Foreclosure Subsidiary shall endeavor to collect such Leases directly in Agent’s own name, for the first instance benefit of itself and the Lenders, and to make charge collection of its respective Accounts for Lendercosts and expenses, including attorney’s fees, to Borrower. (b) As and when determined by Lender Agent in its sole discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against each of Borrower Borrower, Servicer and each Foreclosure SubsidiaryHoldings: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person Borrower, Servicer or Holdings is organized and/or maintains its executive offices, a place of business or assetsorganized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) abovewhere Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. (c) Upon Lender's request, each of Borrower and each Foreclosure Subsidiary shall promptly deliver to Lender or Custodian all items for which Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Lender or Custodian, or in the case of a participation interest, in possession of the participating lender. (d) Each of Borrower and each Foreclosure Subsidiary shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases basis as Lender Agent may request in its sole discretion. If requested Permitted Discretion. (d) In respect of the portion of the Collateral consisting of any Lease which is evidenced by Lender upon or at any time after the occurrence and during the continuation of an Event of Defaultelectronic record that is not a transferable record under Applicable Law, each of Borrower and each Foreclosure Subsidiary shall execute and deliver to LenderAgent or, formal written assignments at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of its Accounts as Lender may request, including all Accounts created since the date Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect 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 portion of the outstanding ObligationsCollateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such excess amount shall not accrue interest in favor of Borrower (except as provided in the Blocked Account Agreements) but shall be available to Borrower 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 terms contrary, held in Agent’s possession, custody, and control until all of Section 2.16the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Each of Borrower and each Foreclosure Subsidiary (i) upon the receipt of written notice from Lenderhereby agrees to, shall provide prompt written notice to each Account Debtor that Lender has been granted a Lien on and security interest in, upon and to all Accounts payable by such Account Debtorcause Servicer to, (ii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account to the extent required by Section 2.5, and hereby authorizes Lender, upon any failure to send such directions, to send any and all similar directions or notice to such Account Debtors, (iii) shall ▇▇▇▇ each Mortgage Loan Note or any other Mortgage Loan Document constituting Chattel Paper and in the possession of Borrower (by way of stamp or other method satisfactory to Lender) the following language: "THIS DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE FINANCE LLC," and (iv) shall do anything further that may be lawfully required by Lender in its Permitted Discretion to secure Lender's interest, in the Collateral, and effectuate the intentions of the Loan Documents. (f) Each of Borrower and each Foreclosure Subsidiary hereby agrees to take the following protective actions to prevent destruction of records pertaining to such Person's the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (iA) if such Person maintains its Collateral records no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a manual system such records website or through other remote electronic means for which Agent has been given access shall be kept in a fire proof cabinet or on no less than a monthly basis, a record of available to Agent at all payments on Accounts 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 matters information relating to the Collateral shall Portfolio Documents as may from time to time be placed in an off-site safety deposit box (input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and Lender shall have access to such safety deposit box); orother computer software and computer systems.

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession of CustodianAgent) will at all times be kept by Borrower Borrowers at the locations set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to LenderAgent, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. Each Whether or not an Event of Borrower and each Foreclosure Subsidiary hereby agrees to deliver to the CustodianDefault has occurred, the Custodian Deliverables promptly but in any event within five (5) Business Days of any Advance made in respect of the underlying Account. All Accounts shall, regardless of their location, be deemed to be under Lender's dominion and control and deemed to be in Lender's possession. Any of LenderAgent's officers, employees, representatives or agents shall have the right upon reasonable noticeright, at any time during normal business hours, in the name of LenderAgent, or any designee of Lender Agent or Borrower or any Foreclosure SubsidiaryBorrowers, to verify the validity, amount or any other matter relating to the Collateral. Each of Borrower and each Foreclosure Subsidiary Borrowers shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. Each In addition to and notwithstanding any provision of Borrower any Loan Document, Agent shall have the right at all times after the occurrence and each Foreclosure Subsidiary during the continuance of an Event of Default to notify Persons owing Accounts to Borrowers that their Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrowers. Borrowers shall endeavor in the first instance to make collection of its their respective Accounts for LenderAgent, for the account of Lenders. (b) As and when determined by Lender Agent in its sole discretionPermitted Discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against each Borrowers (the results of Borrower which are to be consistent with Borrowers' representations and each Foreclosure Subsidiarywarranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person is any Borrower and/or any Guarantors are organized and/or maintains its 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 LenderAgent's request, each of Borrower and each Foreclosure Subsidiary Borrowers shall promptly deliver to Lender or Custodian Agent all items for which Lender 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 Lender or Custodian, or in the case of a participation interest, in possession of the participating lenderAgent. (d) Each of Borrower Borrowers shall, and each Foreclosure Subsidiary shall cause their Subsidiaries to, keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases as Lender Agent may request in its sole discretionPermitted Discretion. In addition, if Accounts of Borrowers in an aggregate face amount in excess of $100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrowers shall notify Agent 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. In addition, if any Eligible Equipment of Borrower the purchase of which was in part funded by any Draw, becomes ineligible because it falls within one of the specified categories of ineligibility set forth in the definition of Eligible Equipment, Borrowers shall notify Agent of such occurrence within five (5) Business Days following such occurrence. If requested by Lender Agent upon or at any time after the occurrence and during the continuation of an Event of Default, each of Borrower and each Foreclosure Subsidiary Borrowers shall execute and deliver to LenderAgent, and shall cause each of their Subsidiaries to execute and deliver, formal written assignments of all of its their respective Accounts as Lender Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the outstanding Obligations, such excess amount shall not accrue interest in favor of Borrower (except as provided in the Blocked Account Agreements) Borrowers but shall be available to Borrower Borrowers upon written request in accordance with the terms of Section 2.16this Agreement. (e) Each of Borrower and each Foreclosure Subsidiary Borrowers (i) upon the receipt of shall provide prompt written notice from Lenderto their current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender Agent, for itself and the benefit of the Lenders, has been granted a Lien on lien and security interest in, upon and to all Accounts payable by such Account Debtor, (ii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account, in each case not later than (A) ten (10) calendar days after the occurrence of an Event of Default, or (B) ten (10) calendar days after the Person becomes an Account to the extent required by Section 2.5Debtor, and hereby authorizes Lenderauthorize Agent and/or Lenders, upon any failure to send such directionsdirections within the applicable time period, to send any and all similar directions or notice to such Account Debtors, and (iii) shall ▇▇▇▇ each Mortgage Loan Note or any other Mortgage Loan Document constituting Chattel Paper and in the possession of Borrower (by way of stamp or other method satisfactory to Lender) the following language: "THIS DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE FINANCE LLC," and (iv) shall do anything further that may be lawfully required by Lender Agent in its Permitted Discretion to secure Lender's interestAgent, in for the Collateralbenefit of itself and Lenders, and effectuate the intentions of the Loan Documents. (f) Each of Borrower and each Foreclosure Subsidiary hereby agrees to take the following protective actions to prevent destruction of records pertaining to such Person's Collateral: (i) if such Person maintains its Collateral records on a manual system such records shall be kept in a fire proof cabinet or on no less than a monthly basis, a record of all payments on Accounts and all other matters relating to the Collateral shall be placed in an off-site safety deposit box (and Lender shall have access to such safety deposit box); or

Collateral Administration. (a) All tangible Collateral (except Deposit Accounts and Collateral in the possession of CustodianBackup Servicer or Agent) will at all times be kept by Borrower or Servicer at the locations set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days prior written notice to LenderAgent, be moved therefrom other than to another such location, and in any case shall not be moved outside the continental United States. Each of Borrower and each Foreclosure Subsidiary ▇▇▇▇▇▇▇▇ hereby agrees to deliver to the CustodianAgent and Backup Servicer or, upon the request of the Agent, to the Servicer, on or prior to the date of each Revolving Advance, the Custodian Verification Deliverables promptly but for each Lease that is to be added to the Collateral in any event within five (5) Business Days connection with such Revolving Advance. From and after the funding of any each Advance made hereunder, the originals of all Leases constituting Collateral in respect of the underlying Account. All Accounts such Advance shall, regardless of their location, be deemed to be under Lender's Agent’s dominion and control and deemed to be in Lender's Agent’s possession. Any of Lender's Agent’s officers, employees, representatives or agents agents, including, without limitation, Backup Servicer, shall have the right upon reasonable notice, at any time during normal business hours, in the name of Lender, Agent or any designee of Lender Agent or Borrower or any Foreclosure SubsidiaryBorrower, to verify the validity, amount or any other matter relating to the Collateral. Each of Borrower and each Foreclosure Subsidiary shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. Each In addition to any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Lessees party to Leases held by Borrower that their Leases have been assigned to Agent and each Foreclosure Subsidiary shall endeavor to collect such Leases directly in Agent’s own name, for the first instance benefit of itself and the Lenders, and to make charge collection of its respective Accounts for Lendercosts and expenses, including attorney’s fees, to Borrower. (b) As and when determined by Lender Agent in its sole discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against each of Borrower Borrower, Servicer and each Foreclosure SubsidiaryHoldings: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person Borrower, Servicer or Holdings is organized and/or maintains its executive offices, a place of business or assetsorganized; and (ii) judgment, bankruptcy, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above.where Borrower, Servicer or Holdings maintains their executive offices, a place of business or any assets. Katapult SPV-1 LLC – Amended and Restated Loan and Security Agreement (c) Upon Lender's request, each of Borrower and each Foreclosure Subsidiary shall promptly deliver to Lender or Custodian all items for which Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Lender or Custodian, or in the case of a participation interest, in possession of the participating lender. (d) Each of Borrower and each Foreclosure Subsidiary shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases basis as Lender Agent may request in its sole discretion. If requested Permitted Discretion. (d) In respect of the portion of the Collateral consisting of any Lease which is evidenced by Lender upon or at any time after the occurrence and during the continuation of an Event of Defaultelectronic record that is not a transferable record under Applicable Law, each of Borrower and each Foreclosure Subsidiary shall execute and deliver to LenderAgent or, formal written assignments at the request of Agent, Servicer (i) the original Portfolio Documents; and (ii) originals or true copies of the truth-in-lending disclosure statements and, if required by Agent, lease applications, any related Account Lessee’s acknowledgments and understandings, and other receipts and payment authorization agreements, which shall be delivered, at Borrower’s expense, to Agent at its address set forth herein or as otherwise specified by Agent and, except as otherwise expressly provided herein to the contrary, held in Agent’s custody or, if Agent has so requested, Servicer’s or Backup Servicer’s custody until all of its Accounts as Lender may request, including all Accounts created since the date Obligations have been fully satisfied or Agent expressly agrees to release such custody of such documents. In respect 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 portion of the outstanding ObligationsCollateral consisting of any Lease which is evidenced by an electronic record that is a transferable record under applicable law, Borrower shall deliver to Agent the control of such excess amount shall not accrue interest in favor of Borrower (except as provided in the Blocked Account Agreements) but shall be available to Borrower 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 terms contrary, held in Agent’s possession, custody, and control until all of Section 2.16the Obligations have been fully satisfied or Agent expressly agrees to release such documents. Alternatively, Agent, in its sole discretion, may elect for the Servicer or Backup Servicer or any other agent to accept delivery of and maintain possession, custody, and control of all such documents and any instruments on behalf of Agent during such period of time. Borrower shall identify (or cause any applicable servicing agent to identify) on the related electronic record the pledge of such Lease by Borrower to Agent. (e) Each of Borrower and each Foreclosure Subsidiary (i) upon the receipt of written notice from Lenderhereby agrees to, shall provide prompt written notice to each Account Debtor that Lender has been granted a Lien on and security interest in, upon and to all Accounts payable by such Account Debtorcause Servicer to, (ii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account to the extent required by Section 2.5, and hereby authorizes Lender, upon any failure to send such directions, to send any and all similar directions or notice to such Account Debtors, (iii) shall ▇▇▇▇ each Mortgage Loan Note or any other Mortgage Loan Document constituting Chattel Paper and in the possession of Borrower (by way of stamp or other method satisfactory to Lender) the following language: "THIS DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE FINANCE LLC," and (iv) shall do anything further that may be lawfully required by Lender in its Permitted Discretion to secure Lender's interest, in the Collateral, and effectuate the intentions of the Loan Documents. (f) Each of Borrower and each Foreclosure Subsidiary hereby agrees to take the following protective actions to prevent destruction of records pertaining to such Person's the Collateral: create an electronic file of the computerized information regarding the Collateral and provide Agent and Backup Servicer monthly with a copy of such file (iA) if such Person maintains its Collateral records no later than fifteen (15) days following the Closing Date and (B) no later than fifteen (15) days following the end of each calendar month following the Closing Date. Subject to the limitations set forth in Section 6.7 of this Agreement, Agent at all times during regular business hours (provided, that any electronic materials available on a manual system such records website or through other remote electronic means for which Agent has been given access shall be kept in a fire proof cabinet or on no less than a monthly basis, a record of available to Agent at all payments on Accounts 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 matters information relating to the Collateral shall Portfolio Documents as may from time to time be placed in an off-site safety deposit box (input to or stored within Borrower’s or Servicer’s computers and/or computer records including, without limitation, diskettes, tapes and Lender shall have access to such safety deposit box); orother computer software and computer systems.

Collateral Administration. (a) All Collateral (except Deposit Accounts The Grantors shall maintain and Collateral in the possession of Custodian) will at pay for insurance upon all times be kept by Borrower at the locations set forth on Schedule 5.18B heretoCollateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts (subject to current deductibles of $250,000) and with such insurance companies as are reasonably satisfactory to the Collateral Agent. All proceeds payable under each such policy shall notbe payable to, without thirty (30) calendar if the Fleet Facility Debt is outstanding, to the Fleet Facility Agent for application in accordance with the Fleet Facility Documents, and otherwise to the Collateral Agent for application to the Obligations. The Grantors shall deliver the originals or certified copies of such policies to the Collateral Agent with lender's loss payable endorsements reasonably satisfactory to the Collateral Agent, naming the Collateral Agent as a lender's loss payee, mortgagee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written notice to Lender, be moved therefrom other than to another such location, the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and in any case a clause specifying that the interest of the Collateral Agent shall not be moved outside impaired or invalidated by any act or neglect of any Grantor or the continental United Statesowner of the Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. Each of Borrower If any Grantor fails to provide and each Foreclosure Subsidiary hereby agrees pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the Grantors therefor. The Grantors agree to deliver to the CustodianCollateral Agent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies relating to the Collateral. For so long as no Event of Default exists, the Custodian Deliverables promptly Grantors shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by the Grantors provided that all proceeds thereof relating to the Collateral are applied in the manner specified in this Security Agreement. At any time that an Event of Default exists and if the Fleet Facility Debt is paid in full, only the Collateral Agent shall be authorized to settle, adjust and compromise claims relating to the Collateral, the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Security Agreement and the other Operative Agreements; provided, that the Collateral Agent shall use reasonable efforts to consult with the Grantors regarding such settlement, adjustment or compromise but shall have no liability to the Grantors for the Collateral Agent 's failure to do so. (b) Any proceeds of insurance referred to in this Section and any event condemnation awards that are paid to the Collateral Agent in connection with a condemnation of any of the Collateral shall be paid, if the Fleet Facility Debt is outstanding, to the Fleet Facility Agent, and otherwise to the Collateral Agent, provided that if such proceeds are received by the Collateral Agent and if so requested by the Grantors in writing within five (5) Business Days days after the Collateral Agent's receipt of such proceeds and if no Default or Event of Default exists, the Grantors may apply such proceeds to repair or replace damaged or destroyed Equipment or Real Estate so long as (1) such repair or replacement is promptly undertaken and concluded, (2) replacements of buildings are constructed on the sites of the original casualties and are of comparable size, and quality and utility to the destroyed buildings, (3) the repaired or replaced Property is at all times free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, (4) the Grantors comply with such disbursement procedures for such proceeds as the Collateral Agent may reasonably impose for repair or replacement, and (5) the amount of proceeds from any Advance made single casualty affecting Equipment or Real Estate does not exceed $5,000,000. (c) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes imposed under any Applicable Law on any of the Collateral or in respect of the underlying Account. All Accounts shallsale thereof, regardless of their location, be deemed and all other payments required to be under Lendermade by the Collateral Agent or the Purchasers to any Person to realize upon any Collateral shall be borne and paid by the Grantors. Neither the Collateral Agent nor any Purchaser shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in the Collateral Agent's dominion or such Purchaser's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other Person whomsoever, but the same shall be at the Grantors' sole risk. (d) Subject to other provisions hereof and control as may be commercially reasonable, the Grantors shall at all times defend its title to the Collateral and deemed shall in all events defend the Collateral Agent's Liens therein against all Persons and all claims and demands whatsoever other than holders of Permitted Liens. (e) The Grantors shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to be the Collateral Agent on such periodic basis as the Collateral Agent shall request a sales and collections report for the preceding period, in Lenderform satisfactory to the Collateral Agent. The Grantors shall also provide to the Collateral Agent on or before the 20th day of each month a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, face value and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon the Collateral Agent's possessionrequest therefor, customer addresses, dates of invoices, copies of proof of delivery and a copy of all documents, including repayment histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as the Collateral Agent shall reasonably request. Any Upon the Collateral Agent's request therefor, the Grantors shall deliver to the Collateral Agent copies of Lender's officersinvoices or invoice registers related to all of its Accounts. (f) If any Grantor grants any discounts, employeesallowances or credits that are not shown on the face of the invoice for the Account involved, representatives the Grantors shall report such discounts, allowances or agents credits, as the case may be, to the Collateral Agent as part of the next required Schedule of Accounts. If any amounts due and owing in excess of $500,000 are in dispute between the Grantors and any Account Debtor, or if any returns are made in excess of $500,000 with respect to any Accounts owing from an Account Debtor, the Grantors shall provide the Collateral Agent with written notice thereof at the time of submission of the next Schedule of Accounts, explaining in detail the reason for the dispute or return, all claims related thereto and the amount in controversy. Upon and after the occurrence of an Event of Default and if the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, the Collateral Agent shall have the right to settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts comprising a part of the Collateral upon reasonable noticesuch terms and conditions as the Collateral Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including attorneys' fees, to the Grantors. (g) If an Account of the Grantors includes a charge for any Taxes payable to any Governmental Entity, the Collateral Agent is authorized in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the Grantors and to charge the Grantors therefor; provided, however, that the Collateral Agent shall not be liable for any Taxes that may be due by the Grantors. (h) Whether or not a Default or an Event of Default exists, the Collateral Agent shall have the right at any time during normal business hourstime, in the name of Lenderthe Collateral Agent, or any designee of Lender the Collateral Agent or Borrower or any Foreclosure Subsidiary, Grantors to verify the validity, amount or any other matter relating to any Accounts of the CollateralGrantors by mail, telephone, telegraph or otherwise. Each of Borrower and each Foreclosure Subsidiary The Grantors shall cooperate fully with Lender the Collateral Agent in an effort to facilitate and promptly conclude any such verification process. Each of Borrower and each Foreclosure Subsidiary . (i) To expedite collection, the Grantors shall endeavor in the first instance after the Fleet Facility Debt has been paid in full and the commitments thereunder terminated to make collection of its respective the Grantors' Accounts for Lenderthe Collateral Agent. All monies received from such collection by the Grantors in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by the Grantors as trustee of an express trust for the Collateral Agent's benefit and shall immediately deposit same in kind into a Deposit Account. If the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, the Collateral Agent shall retain the right at all times after the occurrence of a Default or an Event of Default to notify Account Debtors of the Grantors that Accounts have been assigned to the Collateral Agent and to collect Accounts directly in its own name and to charge to the Grantors the collection costs and expenses, incurred by the Collateral Agent, including reasonable attorneys' fees. (bj) As and when determined by Lender in its sole discretion, Lender will perform the searches described in clauses (i) and (ii) below against each of Borrower and each Foreclosure Subsidiary: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person is organized and/or maintains its executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Lender's request, each of Borrower and each Foreclosure Subsidiary shall promptly deliver to Lender or Custodian all items for which Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Lender or Custodian, or in the case of a participation interest, in possession of the participating lender. (d) Each of Borrower and each Foreclosure Subsidiary The Grantors shall keep accurate and complete records of its Inventory and shall furnish the Collateral Agent inventory reports respecting such Inventory in form and all payments detail satisfactory to the Collateral Agent at such times as the Collateral Agent may request, but so long as no Default or Event of Default exists, no more frequently than once each week. The Grantors shall, at the Grantors' expense, conduct a physical inventory no less frequently than annually and collections thereon periodic cycle counts consistent with the Grantors' historical practices and shall submit provide to the Collateral Agent a report based on each such records to Lender on physical inventory and cycle count promptly thereafter, together with such periodic bases supporting information as Lender the Collateral Agent shall request. The Collateral Agent may request participate in its sole discretion. If requested by Lender upon and observe each physical count or inventory, which participation shall be at the Grantors' expense at any time after the occurrence and during the continuation of that an Event of DefaultDefault exists. (k) The Grantors shall not return any of its Inventory to a supplier or vendor thereof, each or any other Person, whether for cash, credit against future purchases or then existing payables, or otherwise, unless (i) such return is in the Ordinary Course of Borrower Business of the Grantors and each Foreclosure Subsidiary such Person; (ii) no Default or Event of Default exists or would result therefrom; and (iii) if the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, any payments received by the Grantors in connection with any such return are promptly turned over to the Collateral Agent for application to the Obligations. (l) The Grantors shall execute keep accurate records itemizing and describing the kind, type, quality, quantity and cost of its Equipment and all dispositions made in accordance with Section 5(n) hereof, and shall furnish the Collateral Agent with a current schedule containing the foregoing information on at least an annual basis and more often if requested by the Collateral Agent. Promptly after request therefor by the Collateral Agent, the Grantors shall deliver to Lenderthe Collateral Agent any and all evidence of ownership, formal written assignments if any, of all of its Accounts as Lender may request, including all Accounts created since the date any of the last assignmentEquipment. (m) The Grantors will not sell, together with copies lease or otherwise dispose of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount or transfer any of the outstanding Equipment or any part thereof without the prior written consent of the Collateral Agent; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) dispositions of Equipment which, in the aggregate during any consecutive 12 month period, has a fair market value or book value, whichever is more, of $250,000 or less, provided that all net Proceeds thereof, if the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, are remitted to the Collateral Agent for application to the Obligations, or (ii) replacements of Equipment that are substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of the Equipment that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens, and the Grantors shall have given the Collateral Agent at least 10 days prior written notice of such excess amount disposition. (n) The Equipment is in good operating condition and repair, and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved, reasonable wear and tear excepted and unless the Grantors shall have determined in the exercise of their reasonable business judgment that nay piece of Equipment is no longer needed in their business. The Grantors will not accrue permit any of the Equipment to become affixed to any real Property leased to the Grantors so that an interest arises therein under the real estate laws of the applicable jurisdiction unless the landlord of such real Property has executed a Landlord Waiver in favor of Borrower (except as provided in the Blocked Account Agreements) but shall be available to Borrower in accordance with the terms of Section 2.16. (e) Each of Borrower and each Foreclosure Subsidiary (i) upon the receipt of written notice from Lender, shall provide prompt written notice to each Account Debtor that Lender has been granted a Lien on and security interest in, upon and to all Accounts payable by such Account Debtor, (ii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account to the extent required by Section 2.5, and hereby authorizes Lender, upon any failure to send such directions, to send any and all similar directions or notice to such Account Debtors, (iii) shall ▇▇▇▇ each Mortgage Loan Note or any other Mortgage Loan Document constituting Chattel Paper and in the possession of Borrower (by way of stamp or other method satisfactory to Lender) the following language: "THIS DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE FINANCE LLC," and (iv) shall do anything further that may be lawfully required by Lender in its Permitted Discretion to secure Lender's interest, in the Collateral, and effectuate the intentions of the Loan Documents. (f) Each of Borrower and each Foreclosure Subsidiary hereby agrees to take the following protective actions to prevent destruction of records pertaining to such Person's Collateral: (i) if such Person maintains its Collateral records on a manual system such records shall be kept in a fire proof cabinet or on no less than a monthly basis, a record of all payments on Accounts and all other matters relating form acceptable to the Collateral shall be placed in Agent, and the Grantors will not permit any of the Equipment to become an off-site safety deposit box (and Lender shall have access accession to such safety deposit box); orany personal Property that is subject to a Lien unless the Lien is a Permitted Lien.

Collateral Administration. (a) All Collateral (except Deposit Accounts and Collateral in the possession of CustodianAgent) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto, hereto and shall not, without thirty (30) 30 calendar days prior written notice to LenderAgent, be moved therefrom other than to another such locationtherefrom, and in any case shall not be moved outside the continental United States. Each Borrower shall keep accurate and complete records of Borrower its Collateral and each Foreclosure Subsidiary hereby agrees all payments and collections on Accounts and shall submit such records to deliver to the Custodian, the Custodian Deliverables promptly but in any event within five (5) Business Days of any Advance made in respect of the underlying Account. All Accounts shall, regardless of their location, be deemed to be under Lender's dominion and control and deemed to be in Lender's possessionAgent 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 right, upon reasonable notice, at any time notice to Borrower during normal business hours, in the name of Agent or any Lender, or any designee of Agent, any Lender or Borrower or any Foreclosure SubsidiaryBorrower, to verify the validity, amount or any other matter relating to the Collateral; provided, however, no such notice shall be required during the occurrence and continuation of any Default or Event of Default. Each of Borrower and each Foreclosure Subsidiary shall cooperate fully with Lender Agent and Lenders in an effort to facilitate and promptly conclude such verification process. Each In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuation of an Event of Default to notify Persons owing Accounts to Borrower that their Accounts have been assigned to Agent and each Foreclosure Subsidiary to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. Borrower shall endeavor in the first instance to make collection of its respective Accounts for LenderAgent, for the account of Lenders. (b) As and when determined by Lender Agent in its sole discretionPermitted Discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against each Borrower (the results of Borrower which are to be consistent with Borrower's representations and each Foreclosure Subsidiarywarranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of Loan and Security Agreement (Ashford) each jurisdiction where such Person is Borrower and/or any Guarantors are organized and/or maintains its 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 LenderAgent's request, each of Borrower and each Foreclosure Subsidiary shall promptly immediately deliver to Lender or Custodian Agent all items for which Lender Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Papercertificates of title, chattel paper, warehouse receipts, Instrumentsinstruments, and any other similar Instruments instruments constituting Collateral, in each case if any; provided, however, so long as no Event of Default exists and is continuing, Borrower shall not be required to the extent not already in possession deliver certificates of Lender title to Agent or Custodian, or in the case perfect Agent's Lien thereon if such certificates of a participation interest, in possession title relate to Collateral having an aggregate value of the participating lenderless than $50,000. (d) Each of Borrower shall, and each Foreclosure Subsidiary shall cause its Subsidiaries to, keep accurate and complete records of the Collateral its Accounts and Inventory and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases as Lender Agent may request reasonably request. In addition, (i) if Accounts of Borrower in its sole discretionan 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 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 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. If requested by Lender upon or at any time after After the occurrence and during the continuation of an Event of Default, each of if requested by Agent, Borrower and each Foreclosure Subsidiary shall execute and deliver to LenderAgent, and shall cause each of its Subsidiaries to execute and deliver, formal written assignments of all of its Accounts as Lender Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts accounts exceed the amount of the outstanding Obligations, such excess amount shall not accrue interest in favor of Borrower (except as provided in the Blocked Account Agreements) but shall be available promptly remitted to Borrower upon written request in accordance with the terms of Section 2.16this Agreement. (e) Each of Borrower and each Foreclosure Subsidiary (i) upon the receipt of shall provide prompt written notice from Lenderto its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender Agent, for itself and the benefit of the Lenders, has been granted a Lien on lien and security interest in, upon and to all Accounts payable by applicable to such Account Debtor, (ii) Debtor and shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account to the extent required by Section 2.5Account, and Borrower hereby authorizes LenderAgent and/or Lenders, upon any failure to send such directionsnotices 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 or notice to such Account Debtors, and (iii) shall ▇▇▇▇ each Mortgage Loan Note or any other Mortgage Loan Document constituting Chattel Paper and in the possession of Borrower (by way of stamp or other method satisfactory to Lender) the following language: "THIS DOCUMENT IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, CAPITALSOURCE FINANCE LLC," and (iv) shall do anything further that may be lawfully required by Agent and/or any Lender in its Permitted Discretion to secure Lender's interestAgent, in for the Collateralbenefit of itself and Lenders, and effectuate the intentions of the Loan Documents. (f) Each of Borrower and each Foreclosure Subsidiary hereby agrees to take the following protective actions to prevent destruction of records pertaining to such Person's Collateral: (i) if such Person maintains its Collateral records on a manual system such records shall be kept in a fire proof cabinet or on no less than a monthly basis, a record of all payments on Accounts and all other matters relating to the Collateral shall be placed in an off-site safety deposit box (and Lender shall have access to such safety deposit box); or