Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) All Collateral (except Deposit Accounts) will at all times be kept by Purchaser at the locations set forth on Schedule 5.18B hereto and shall not, without thirty calendar days prior written notice to Seller, be moved therefrom, and in any case shall not be moved outside the continental United States. (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 request. (c) Whether or not an Event of Default has occurred, any of Seller’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Seller, any designee of Seller or Purchaser, to verify the validity, amount or any other matter relating to any Accounts of Purchaser. Purchaser shall cooperate fully with Seller in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, subject to the terms of the Master Subordination Agreement, Purchaser shall endeavor in the first instance to make collection of its Accounts for Seller. Subject to the terms of the Master Subordination Agreement, Seller shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors owing Accounts to Purchaser that their Accounts have been assigned to Seller and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Purchaser. (e) As and when determined by Seller in its sole discretion, Seller will perform the searches described in clauses (i) and (ii) below against Purchaser (the results of which are to be consistent with Purchaser’s representations and warranties under this Agreement), all at Purchaser’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Purchaser and the Secretary of State and local filing offices of each jurisdiction where Purchaser maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (f) Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each 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 Acquisition Documents. Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser shall immediately deliver to Seller all items for which Seller must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral (collectively, “Control Collateral”). Until such time as the Master Subordination Agreement has terminated, all Control Collateral shall be held by CapitalSource for the benefit of Seller for the purpose of perfecting Seller’s security interest therein. Concurrently with the termination of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to Seller.

Collateral Administration. (a) All Collateral (except Deposit AccountsAccounts and Collateral having an aggregate value of $50,000 or less at any one location) will at all times be kept by Purchaser Borrower at the locations set forth on Schedule 5.18B hereto 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to SellerAgent, be moved therefrom, and in any case shall not be moved outside the continental United States. (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 request. (c) . Whether or not an Event of Default has occurred, any of Seller’s the Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of SellerAgent, any designee of Seller Agent, or PurchaserBorrower, to verify the validity, amount or any other matter relating to any Accounts of Purchaserthe Collateral. Purchaser Borrower shall cooperate fully with Seller Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, subject . Notwithstanding anything in this subsection to the terms of the Master Subordination Agreementcontrary, Purchaser shall endeavor in the first instance to make collection of its Accounts for Seller. Subject to the terms of the Master Subordination Agreement, Seller Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default to notify Account Debtors Persons owing Accounts to Purchaser Borrower that their Accounts have been assigned to Seller Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s 's fees, to PurchaserBorrower. (eb) As and when determined by Seller Agent in its sole discretionPermitted Discretion, Seller Agent will perform the searches described in clauses (i) and (ii) below against Purchaser Borrower or any Guarantor (the results of which are to be consistent with Purchaser’s Borrower's representations and warranties under this Agreement), all on a quarterly basis at Purchaser’s Borrower's expense, unless an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Agent deems reasonably appropriate at Borrower's expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Purchaser and the Secretary of State and local filing offices of each jurisdiction where Purchaser maintain their respective executive offices, a place of business or assetsBorrower and/or any Guarantors are organized; and (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above, and in any jurisdiction where Borrower or Guarantors maintain their respective offices or place of business or material assets to the extent that the UCC would permit a filing in such jurisdiction to attach a security interest in or Lien upon any Collateral. Agent will (i) upon Borrower's request and at Borrower's expense, provide copies of any such searches to Borrower and (ii) will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches. (fc) Upon notice from Seller that Agent's request, Borrower shall immediately deliver to Agent all items for which Lender must receive possession to obtain a perfected Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. (d) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the Master Subordination Agreement has been terminatedspecified categories of ineligibility set forth in the definition of Eligible Billed Receivables or Eligible Unbilled Receivables, Purchaser Borrower shall notify Agent 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, and upon Agent's request, Borrower shall execute and deliver to Agent formal written assignments of all of its Accounts weekly or daily as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. (e) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to any Account Debtor not remitting to the Blocked Account, to do so promptly, and (ii) after the occurrence and during the continuation of an Event of Default, and upon Agent's request, shall provide prompt written notice to each Account Debtor that Seller Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor Debtor, and shall direct each Account Debtor to make payments directly to the appropriate Lockbox Lender's Concentration Account, and Purchaser . Borrower hereby authorizes SellerAgent, for purposes of clause (i) hereof, upon any failure to send such notices and directions within ten twenty (20) calendar days after the date of this Agreement (or ten 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 may be lawfully required by Seller Agent to create secure Agent, for the benefit of itself and perfect Seller’s lien on any collateral Lenders, and to effectuate the intentions of the Acquisition Loan Documents. Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser shall immediately deliver to Seller all items for which Seller must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral (collectively, “Control Collateral”). Until such time as the Master Subordination Agreement has terminated, all Control Collateral shall be held by CapitalSource for the benefit of Seller for the purpose of perfecting Seller’s security interest therein. Concurrently with the termination of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to Seller.

Collateral Administration. (a) All Collateral (except Deposit AccountsAccounts and Collateral in the possession of Agent) will shall at all times be kept by Purchaser the Credit Parties at the locations from time to time set forth on Schedule 5.18B hereto 5.19B hereto, and shall not, without thirty (30) calendar days days' prior written notice to SellerAgent, be moved therefromtherefrom other than to another such location (except for movement of equipment, inventory and related assets for performance of services in the ordinary course of business), and in any case case, (i) with respect to Collateral owned by US Credit Parties, shall not be moved outside the continental United States. , and (bii) Purchaser with respect to Collateral owned by Canadian Credit Parties, shall keep accurate not be moved outside the United States or Canada. In addition, except for movement of equipment, inventory and complete records related assets for performance of its Accounts services in the ordinary course of business, Borrowers shall not transfer any Collateral with fair market value of more than $100,000, individually or in the aggregate, whether in one transaction or a series of transactions, to any location for which a Landlord Waiver and all payments and collections thereon and shall submit such records to Seller on such periodic bases as Seller may request. (c) Consent has not been obtained, without the prior written consent of Agent. Whether or not an Event of Default has occurred, any of Seller’s Agent's officers, employees, representatives or agents shall have the right, upon reasonable notice (unless an Event of Default exists) at any time during normal business hours, in the name of SellerAgent, or any designee of Seller Agent or Purchaserany Credit Party, to verify the validity, amount or any other matter relating to any Accounts of Purchaserthe Collateral. Purchaser Each Credit Party shall cooperate fully with Seller Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection. In addition to and notwithstanding any provision of any Loan Document, subject to the terms of the Master Subordination Agreement, Purchaser shall endeavor in the first instance to make collection of its Accounts for Seller. Subject to the terms of the Master Subordination Agreement, Seller Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors Persons owing Accounts to Purchaser any Credit Party that their its Accounts have been assigned to Seller Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s 's fees, to Purchaserthe Credit Parties. The Credit Parties shall use commercially reasonable efforts to ensure collection of their respective Accounts for Agent, for the account of Lenders. (eb) As and when determined by Seller Agent in its sole discretionPermitted Discretion, Seller Agent will perform the searches described in clauses (i) and (ii) below against Purchaser (the results of which are to be consistent with Purchaser’s representations and warranties under this Agreement)each Credit Party, all at Purchaser’s the Credit Parties' expense: (i) UCC UCC, PPSA or similar foreign searches with the Secretary of State of the jurisdiction of organization of Purchaser and the Secretary of State and local filing offices or other applicable Governmental Authorities' offices of each jurisdiction where Purchaser maintain their any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; and (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. Notwithstanding the foregoing, Agent shall not conduct such searches more frequently than four times during any twelve (12) month period unless an Event of Default has occurred and is continuing. (fc) Upon notice from Seller that Each Credit Party shall notify Agent of the Master Subordination Agreement has been terminated, Purchaser (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Seller has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Accountexistence of, 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 Acquisition Documents. Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser shall immediately promptly deliver to Seller Agent upon its request, all items for which Seller 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 Instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and shall cause each of its Subsidiaries to, keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. In addition if Accounts of Credit Parties in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Credit Parties shall notice Agent of such occurrence no later than five Business Days following such occurrence and the Borrowing Base and the applicable Monthly Borrowing Certificate shall thereupon be adjusted to reflect such occurrence. If requested by Agent upon or at any time after the occurrence and during the continuance of an Event of Default, each Credit Party shall, and shall cause each of its Subsidiaries to, execute and deliver to Agent formal written assignments of all of its respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party. (collectivelye) Each Credit Party (i) upon request by Agent after the occurrence and during the continuance of an Event of Default, “Control Collateral”shall provide prompt written notice to its current bank(s) to transfer all items, collections and remittances to the Concentration Account (or any other account designated by Agent). Until , (ii) upon request by Agent after the occurrence and during the continuance of an Event of Default, shall provide prompt written notice to each Account Debtor that Agent, for itself and the benefit of the Lenders, has been granted a lien and security interest in, upon and to all Accounts payable by such Account Debtor, (iii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account, in each case not later than ten (10) calendar days after the Person becomes an Account Debtor, and hereby authorizes Agent and/or Lenders, upon any failure to send such directions within the applicable time as period, to send any and all similar notices and directions or notice to such Account Debtors and, after the Master Subordination Agreement has terminatedoccurrence and during the continuance of an Event of Default, all Control Collateral to collect such Accounts directly in its own name and to charge collection costs and expenses to the Credit Parties, and (iv) shall do anything further that may be held lawfully required by CapitalSource Agent to secure Agent, for the benefit of Seller for itself and Lenders, and effectuate the purpose of perfecting Seller’s security interest therein. Concurrently with the termination intentions of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to SellerLoan Documents.

Collateral Administration. (a) All tangible Collateral (except Deposit Accounts) granted by Borrower to Lender will at all times be kept by Purchaser ▇▇▇▇▇▇▇▇ at the locations set forth on Schedule 5.18B hereto ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and shall not, without thirty (30) calendar days prior written notice to SellerLender, be moved therefrom, and in any case shall not be moved outside the continental United StatesState of California. (b) Purchaser Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Seller Lender on such periodic bases as Seller Lender may request. (c) Whether or not an Event of Default has occurred, any of Seller’s Lender's officers, employees, representatives or agents shall have the right, at any time during normal business hours, and upon reasonable notice, in the name of SellerLender, any designee of Seller Lender or PurchaserBorrower, to verify the validity, amount or any other matter relating to any Accounts of PurchaserBorrower. Purchaser Borrower shall cooperate fully with Seller Lender in an effort to facilitate and and. promptly conclude conclude- such verification process. (d) To expedite collection, subject to the terms of the Master Subordination Agreement, Purchaser shall endeavor in the first instance to make collection of its Accounts for Seller. Subject to the terms of the Master Subordination Agreement, Seller shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors owing Accounts to Purchaser that their Accounts have been assigned to Seller and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s fees, to Purchaser. (e) As and when determined by Seller Lender in its sole reasonable discretion, Seller ▇▇▇▇▇▇ will perform the searches described in clauses (i) and (ii) below against Purchaser each Borrower (the results of which are to be consistent with Purchaser’s Borrower's representations and warranties under this Agreement), all at Purchaser’s Borrowers' expense: (i) UCC searches with the Secretary of State of the jurisdiction Jurisdiction of organization of Purchaser Borrower and each Guarantor, the Secretary of State and local filing offices of each jurisdiction where Purchaser Borrowers maintain their respective executive offices, a place of business or assets; and (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, federal tax lien and corporate and partnership state tax lien searches, in each jurisdiction searched under clause (i) above. (fe) Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Seller has been granted a lien and security interest inBorrower, upon and to ▇▇▇▇▇▇'s request, shall: (1) take 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 actions that may be lawfully required by Seller Lender to create and perfect Seller’s lien Lender's Lien on any collateral Collateral and effectuate the intentions of the Acquisition DIP Loan Documents. Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser shall ; and (ii) immediately deliver to Seller Lender all items for which Seller ▇▇▇▇▇▇ must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral (collectively, “Control Collateral”). Until such time as the Master Subordination Agreement has terminated, all Control Collateral shall be held by CapitalSource for the benefit of Seller for the purpose of perfecting Seller’s security interest therein. Concurrently with the termination of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to Seller.

Collateral Administration. (a) All Collateral (except Deposit Accounts, securities accounts and Collateral in the possession of Agent) will shall at all times be kept by Purchaser Borrower at the locations from time to time set forth on Schedule 5.18B hereto hereto, and shall not, without thirty (30) calendar days days' prior written notice to SellerAgent, be moved therefromtherefrom other than to another such location or, in the case of desktop hardware including personal computers, monitors, printers, modems and similarly portable equipment, to remote locations for use by employees or others in any case shall not be moved outside the continental United States. (b) Purchaser shall keep accurate and complete records ordinary course of its Accounts and all payments and collections thereon and shall submit such records to Seller on such periodic bases as Seller may request. (c) business. Whether or not an Event of Default has occurred, any of Seller’s Agent's officers, employees, representatives or agents shall have the right, at any time upon reasonable notice (provided notice need not be given after the occurrence and during the continuance of an Event of Default) during normal business hours, in the name of SellerAgent, or any designee of Seller Agent or Purchaserany Credit Party, to verify the validity, amount or any other matter relating to any Accounts of Purchaserthe Collateral. Purchaser Each Credit Party shall cooperate fully with Seller Agent in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection. In addition to and notwithstanding any provision of any Loan Document, subject to the terms of the Master Subordination Agreement, Purchaser shall endeavor in the first instance to make collection of its Accounts for Seller. Subject to the terms of the Master Subordination Agreement, Seller Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Account Debtors Persons owing Accounts to Purchaser any Credit Party that their its Accounts have been assigned to Seller Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney’s 's fees, to Purchaserthe Credit Parties. (eb) As and when determined by Seller Agent in its sole discretionPermitted Discretion but, Seller at the Credit Parties' expense, not to exceed two (2) times per year in the absence of an Event of Default, Agent will perform the searches described in clauses (i) and (ii) below against Purchaser (the results of which are to be consistent with Purchaser’s representations and warranties under this Agreement)each Credit Party, all at Purchaser’s the Credit Parties' expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Purchaser and the Secretary of State and local filing offices of each jurisdiction where Purchaser maintain their any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; and (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (fc) Upon notice from Seller that the Master Subordination Agreement has been terminatedAgent's request, Purchaser (i) each Credit Party shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Seller has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Purchaser hereby 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 Acquisition Documents. Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser shall immediately promptly deliver to Seller Agent all items for which Seller 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 Instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and shall cause each of its Subsidiaries to, keep accurate and complete records of the Collateral (collectivelyand all payments and collections thereon and 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 continuance of an Event of Default, “Control Collateral”)each Credit Party shall, and shall cause each of its Subsidiaries to, execute and deliver to Agent formal written assignments of all of its respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. Until To the extent that collections from such time as assigned Accounts exceed the Master Subordination Agreement has terminatedamount of the Obligations, all Control Collateral such excess amount shall not accrue interest in favor of any Credit Party but shall be held reported to Borrower and shall be remitted to Borrower promptly after written request therefor by CapitalSource for Borrower to Agent; provided that the benefit failure of Seller for Agent to so report shall not provide the purpose basis of perfecting Seller’s any claim against, or result in any liability to, Agent. (e) Each Credit Party shall take such further action as may be lawfully required by Agent in its Permitted Discretion to evidence, perfect and maintain the security interest therein. Concurrently with interests and the termination of priority thereof in the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to SellerCollateral.