Common use of Borrowing Base Collateral Administration Clause in Contracts

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, at all times, be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts of the Inventory on a regular basis, and Borrowers shall, at such times as Agent requests (but no more than twice per year) provide to Agent a written accounting of such cycle counts in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor and was not provided such written notice under the Original Credit Agreement, or becomes an Account Debtor at any time following the date of this Agreement Closing Date that directs each Account Debtor to make payments into the LockboxLockbox or a Lockbox Account, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year (or twice, if Agent shall so request) and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. ; provided that if an Event of Default has occurred and is continuing, Borrower will maintain, at all times, and shall perform such additional inventory counts in good order a perpetual inventory system, substantially similar to that any given year as Agent shall request in effect on the Closing Dateits sole discretion. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition Borrower shall ensure that all Inventory held at Amazon Locations is owned by Borrowers other than Mohawk Holdco or Mohawk, and that such Subsidiary Borrowers have the right to recall such Inventory from the Amazon locations at any time (subject to the foregoing, terms of the Amazon Agreement). Upon Agent’s request from time to time, Borrower shall provide Agent may require Borrowers with online viewing access to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiariesits Xxxxxx.xxx account. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Following the Lockbox Activation Date, to the extent required for Borrowers to comply with the provisions of Section 2.11, Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement Lockbox Activation Date that directs each Account Debtor to make payments into the LockboxLockbox or Lockbox Account, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement Lockbox Activation Date (or ten (10) days after the Person becomes an Account Debtor, if later), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiariesthe Collateral. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent reasonably requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any SubsidiariesCollateral. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld; provided that Borrowers shall be permitted to maintain their books and records in an electronic form so long as they provide Agent with access to such electronic books and records promptly upon Agent’s reasonable request. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries; provided that if no Event of Default has occurred and is continuing, such appraisal of Inventory shall be conducted not more often than once a year. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral; provided that if no Event of Default has occurred and is continuing, Intellectual Property and Equipment owned by each Borrower or any Subsidiariessuch appraisals shall be conducted not more often than once a year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts shall at all times keep correct and accurate records (in all material respects) itemizing and describing the location, kind, type, age and condition of its Equipment, Borrowers’ cost therefor and accumulated depreciation thereof, and retirements, sales, or other dispositions thereof, all of which records shall be available on demand to any of the Inventory on a regular basisofficers, and Borrowers shall, at such times as Agent requests (but no more than twice per year) provide to Agent a written accounting employees or agents of such cycle counts in form and substance satisfactory to the Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition Agent shall receive, at Borrowers’ expense, updated appraisals with respect to the foregoingEquipment and Rolling Stock, from in each case reporting the current Net Orderly Liquidation Value of such Equipment and Rolling Stock and prepared by an appraisal firm satisfactory to Agent; provided, that, so long as no Event of Default has occurred and is continuing, such appraisals shall not occur more than (i) one (1) time during such twelve-month period with respect to time, Rolling Stock and (ii) one (1) time during such twelve-month period with respect to Collateral (other than Rolling Stock); and provided further that Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts tosuch updated appraisals more frequently, at all timesBorrowers’ expense, keep its Equipment in good repair if any Event of Default has occurred and physical condition. In addition to is continuing under the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any SubsidiariesFinancing Documents. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Administrative Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Administrative Agent reserves the right to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Administrative Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Administrative Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Administrative Agent. Each Borrower will maintain, maintain at all times, and in good order times a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will keep adequate records at all times as to the quantity, source, quality and characteristics of its Inventory and will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) Borrowers will use commercially reasonable efforts to at all times keep its FF&E in good repair and physical condition, ordinary wear and tear excepted. (e) In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment FF&E owned by each Borrower or any Subsidiaries; provided, that so long as no Event of Default or Default has occurred, Borrowers shall be liable for such fees and expenses for no more than one (1) such appraisal for each of Inventory, Intellectual Property and FF&E in any given calendar year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) to any location for which a landlord, bailee or other access agreement has not been entered into in accordance with the terms of this Agreement and (ii) without providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten thirty (1030) days after the date of this Agreement (or ten thirty (1030) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to timeno more than once per calendar year, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral; provided, Intellectual Property however, that, so long as no Event of Default has occurred and Equipment owned by each Borrower or any Subsidiaries. is continuing, Borrowers shall not be required deliver more than two (e2) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver appraisal reports to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiariesper fiscal year. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Whether or not an Event of Default has occurred, any of Administrative Agent's officers, employees or agents shall have the right, at any reasonable time or times hereafter, in the name of Administrative Agent or any designee of Administrative Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers' compliance with applicable Laws. Borrowers shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Administrative Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers' affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Administrative Agent. Administrative Agent shall have the right at any time to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Administrative Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Administrative Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Administrative Agent's prior written consent). (d) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Administrative Agent, upon Borrowers’ ' failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts of the Inventory on a regular basis, and Borrowers shall, at such times as Agent requests (but no more than twice per year) provide to Agent a written accounting of such cycle counts in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Whether or not an Event of Default has occurred, any of Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Agent. Agent shall have the right at any time to notify Account Debtors that Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Agent’s prior written consent). Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts of the Inventory on a regular basis, and Borrowers shall, at such times as Agent requests (but no more than twice per year) provide to Agent a written accounting of such cycle counts in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Whether or not an Event of Default has occurred, any of Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Agent. Agent shall have the right at any time to notify Account Debtors that Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Agent’s prior written consent). Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (cd) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent reasonably requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower Borrowers will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers (at Borrowers’ sole expense at any time during the continuance of an Event of Default and once per calendar year in the absence of an Event of Default, and at the Lenders’ expense at all other times) to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (de) Borrowers will use commercially reasonable efforts to at all times keep its FF&E in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers (at Borrowers’ sole expense at any time during the continuance of an Event of Default and once per calendar year in the absence of an Event of Default, and at the Lenders’ expense at all other times) to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment FF&E owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by BorrowersCredit Parties, at their respective principal offices and shall not fail to be moved from available at such locations principal offices without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries; provided, that if no Event of Default has occurred and is continuing, such appraisal of Inventory shall be conducted not more often than twice a year. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor and was not provided such written notice under the Original Credit Agreement, or becomes an Account Debtor at any time following the date of this Agreement Closing Date that directs each Third Party Account Debtor to make payments in respect of Third Party Accounts into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten sixty (1060) days after the Person becomes an Account DebtorDebtor in respect of any Eligible Account), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition ; provided, that with respect to Inventory located at the foregoingArlington Road Premises and at the premises located at 00000 Xxxxxxx Xxxxxx South, from time Bloomington, MN, Borrowers may conduct a cycle count of Inventory, consistent with Borrowers’ past practices with respect to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiarieslocated at such premises. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral; provided, Intellectual Property however, that, so long as no Event of Default has occurred and Equipment owned by each Borrower or any Subsidiaries. is continuing, Borrowers shall not be required deliver more than one (e1) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver appraisal report to Agent per Fiscal Year and, so long as the Revolving Loan Outstandings have not exceeded $50,000,000 at any time during such Fiscal Year, the aggregate amount Credit Parties shall be required to pay in respect of such appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating any Fiscal Year shall not exceed $50,000 in the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiariesaggregate. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor Debtor, or becomes an Account Debtor at any time following the date of this Agreement Closing Date that directs each Account Debtor to make payments into the LockboxLockbox or a Lockbox Account (except to the extent such Account Debtor is currently making payments into the Lockbox or Lockbox Account, as applicable), and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year (or twice, if Agent shall so request) and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. ; provided that if an Event of Default has occurred and is continuing, Borrower will maintain, at all times, and shall perform such additional inventory counts in good order a perpetual inventory system, substantially similar to that any given year as Agent shall request in effect on the Closing Dateits sole discretion. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries.. Midcap / Aterian / Credit Agreement DC - 036639/000052 - 10453208 (d) In addition Borrower shall ensure that all Inventory held at Amazon Locations is owned by Borrowers other than Aterian Holdco or Aterian, and that such Subsidiary Borrowers have the right to recall such Inventory from the Amazon locations at any time (subject to the foregoing, terms of the Amazon Agreement). Upon Agent’s request from time to time, Borrower shall provide Agent may require Borrowers with online viewing access to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiariesits Xxxxxx.xxx account. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts or other intangible Borrowing Base Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not fail to be moved from available at such locations (other than in connection with electric, hardware or software issues in downloading such data or information) without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the LockboxLockbox or Lockbox Account, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days Business Days after the date of this Agreement (or ten (10) days Business Days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Upon the occurrence of an Event of Default that is continuing, Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a count of the Inventory on a regular basisat least one time per year (it being understood by the parties hereto that cycle counts are acceptable) and if an Event of Default has occurred and is continuing, at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, Agent and (ii) obtaining complying with the prior written consent provisions of Agent, which consent shall not be unreasonably withheldSection 4.11(c). (b) At all times following the date on which the initial borrowing of the Revolving Loans occurs, Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date on which the initial borrowing of this Agreement the Revolving Loans occurs, in each case, with respect to Accounts comprising the Borrowing Base that directs each Account Debtor to make payments into the LockboxLockbox or Lockbox Account, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days Business Days after the date on which the initial borrowing of this Agreement the Revolving Loans occurs (or ten (10) days Business Days after the such Person becomes an Account Debtor), to send any and all similar notices to such Person. Following the occurrence and during the continuance of an Event of Default, Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Following the initial borrowing of the Revolving Loans, Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and (if an Event of Default has occurred and is continuing) at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintainAt all times following the initial borrowing of the Revolving Loans, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to timetime after the initial borrowing of the Revolving Loans, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any SubsidiariesCredit Party. (d) In addition to the foregoing, from time to timetime following the initial borrowing of the Revolving Loans, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral; provided, Intellectual Property that unless an Event of Default shall have occurred and Equipment owned by each Borrower or any Subsidiariesbe continuing, Borrowers shall only have to pay the costs of one (1) such appraisal per calendar year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, at all times, be kept by Borrowers, at their respective principal offices and shall not be moved from Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts of the Inventory on a regular basis, and Borrowers shall, at such times as Agent requests (but no more than twice per year) provide to Agent a written accounting of such cycle counts in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement Initial Third Party Agent Commencement Date (and thereafter so long Section 2.11 is applicable at such time) that directs each Account Debtor to make payments into the LockboxLockbox (unless such written notice has previously been provided and such Lockbox has not since changed from the date of receipt of such notice), and hereby authorizes Agent (or, as applicable, the Third Party Agent), upon Borrowers’ failure to send such notices within ten thirty (1030) days after the date of this Agreement (or ten thirty (1030) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent (including any Third Party Agent during any Third Party Agent Retention Period) reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) As of the last day of Endologix’s fiscal year, Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and (i) during any Non-Third Party Agent Retention Period, in the case of a fiscal year-end count of the Inventory, on the date Endologix files its 10-K for such fiscal year, and in any other case subject to Section 4.19, Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent or (ii) during any Third Party Agent Retention Period, on the date that is the earlier of (a) within forty-five (45) Business Days of completing such physical count and (B) the date Endologix files its 10-K for such fiscal year, Borrowers shall provide to the Third Party Agent, in each case of clause (i) and clause (ii) above, a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to timeno more than once per calendar year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), Agent may require Borrowers to obtain and (y) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (y) and clause (z) above, appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and (i) during any Non-Third Party Agent Retention Period, subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Inventorythe Collateral; provided, Intellectual Property however, that, so long as no Event of Default has occurred and Equipment owned by each Borrower or any Subsidiariesis continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent (or, as applicable, the Third Party Agent) per fiscal year. (e) Borrowers Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Equipment furniture, fixtures and equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent (including, during any Third Party Agent Retention Period, the Third Party Agent) may require Borrowers to obtain and (i) subject to Section 4.19, deliver to Agent, or (ii) during any Third Party Agent Retention Period, deliver to the Third Party Agent, in each case of clause (i) and clause (ii), appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent (or, as applicable, the Third Party Agent) stating the then current fair market values of all or any portion of Equipment furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Whether or not an Event of Default has occurred, any of Administrative Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Administrative Agent or any designee of Administrative Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude such verification process. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Administrative Agent. Administrative Agent shall have the right at any time to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Administrative Agent and, following the occurrence and during the continuance of a Default or Event of Default, that payment of such Accounts shall be made directly by such Account Debtors to Administrative Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Administrative Agent’s prior written consent). (d) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Administrative Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts of the Inventory on a regular basis, and Borrowers shall, at such times as Agent requests (but no more than twice per year) provide to Agent a written accounting of such cycle counts in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts towill, at all timeson demand of Administrative Agent, keep its Equipment in good repair make available to Administrative Agent copies of medical records, insurance verification forms, assignment of benefits, in-take forms or other proof of the satisfactory performance of services that gave rise to an Account, a copy of the claim or invoice for each Account and physical condition. In addition to copies of any written contract or order from which the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any SubsidiariesAccount arose. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basis, and Borrowers shallat least twice per year, at such other times as Agent reasonably requests (but no more than twice per year) and at any time that Agent requests during the continuance of an Event of Default and Borrowers shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. So long as no Event of Default exists, Borrower shall only be liable for the costs of two appraisals under this Section per fiscal year. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports reports, at the Borrower’s expense, in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. So long as no Event of Default exists, Borrower shall only be liable for the costs of two appraisals under this Section per fiscal year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon (i) Borrowers’ failure to send such notices within ten thirty (1030) days after the date of this Agreement (or ten thirty (1030) days after the Person becomes an Account Debtor)) or (ii) the occurrence and during the continuance of an Event of Default, to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. Subsidiaries but not more than once per year (d) In addition to the foregoing, from time to time, or more frequently as Agent may require Borrowers to obtain reasonably request during the continuance of any Event of Default). MidCap / Sientra / A&R Credit and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. Security Agreement (eRevolving) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.\DC - 036639/000049 - 14174740 v12

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ ' failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct a full cycle counts count of the Inventory on a regular basisat least once per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or Accounts, other intangible Collateral shallCollateral, and Intellectual Property shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the LockboxLockbox or Lockbox Account, as applicable, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right right, upon the occurrence and during the continuation of an Event of Default, to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries; provided that so long as an Event of Default has not occurred and is continuing, Borrowers shall not be required to reimburse Agent for more than one (1) such appraisal per fiscal year. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral; provided that so long as an Event of Default has not occurred and is continuing, Intellectual Property and Equipment owned by each Borrower or any SubsidiariesBorrowers shall not be required to reimburse Agent for more than one (1) such appraisal per fiscal year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or Accounts, other intangible Collateral shallCollateral, and Intellectual Property shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheldother than in accordance with Section 9.2(d). (b) Thirty (30) days prior to borrowing any Revolving Loans, Borrowers shall provide evidence satisfactory to Agent that Borrowers have provided prompt written notice to each Person who either is currently then an Account Debtor or Debtor, and shall thereafter provide prompt notice to each Person who becomes an Account Debtor at any time following the date of this Agreement time, that directs each Account Debtor to make payments into the Lockbox, and Borrowers hereby authorizes authorize Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the a Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Upon the reasonable request of Agent, Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisInventory, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. . (d) In addition to the foregoing, from time to time, after the occurrence and during the continuance of an Event of Default, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiariesthe Collateral. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Administrative Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Administrative Agent reserves the right to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Administrative Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Administrative Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Administrative Agent. Each Borrower will maintain, maintain at all times, and in good order times a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will keep adequate records at all times as to the quantity, source, quality and characteristics of its Inventory and will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) Borrowers will use commercially reasonable efforts to at all times keep its FF&E in good repair and physical condition, ordinary wear and tear excepted. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (e) In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment FF&E owned by each Borrower or any Subsidiaries; provided, that so long as no Event of Default or Default has occurred, Borrowers shall be liable for such fees and expenses for no more than one (1) such appraisal for each of Inventory, Intellectual Property and FF&E in any given calendar year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not fail to be moved from available at such locations principal offices without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the LockboxClosing Date Receivables Account or the Lockbox or Lockbox Account, as applicable, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten sixty (1060) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basis, at its headquarters and Borrowers shall, any other leased location at least twice per year and at such other times as Agent requests (but no more than twice per year) reasonably requests. Borrowers shall provide to Agent on-hand inventory reports from third party service providers at least twice per year and at such other times as Agent reasonably requests and Borrowers will provide reports or summaries of field inventory audits performed by Borrowers (to include field inventory audits on a written accounting sample basis throughout each year based upon inventory value, date of such cycle counts the previous inventory audit and other factors) on inventory held by the Borrowers’ field sales representatives and independent sales agents upon request by Agent. Borrowers shall provide to Agent the items in this Section 4.14(c) in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment the Inventory owned by each Borrower or any Subsidiaries; provided that if no Event of Default has occurred and is continuing, such appraisal of Inventory shall be conducted not more often than once a year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, Agent and (ii) obtaining complying with the prior written consent provisions of Agent, which consent shall not be unreasonably withheldSection 4.11(c). (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days Business Days after the date of this Agreement (or ten (10) days Business Days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Following the occurrence and continuation of an Event of Default, Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and (if any Event of Default is continuing) at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any SubsidiariesCredit Party. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral, Intellectual Property provided that, unless an Event of Default shall have occurred and Equipment owned by each Borrower or any Subsidiariesbe continuing, Borrowers shall only have to pay the costs of two (2) such appraisal per calendar year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) After a Default or an Event of Default has occurred, any of Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Agent or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Agent. Agent shall have the right at any time to notify Account Debtors that Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Agent’s prior written consent). Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts of the Inventory on a regular basis, and Borrowers shall, at such times as Agent requests (but no more than twice per year) provide to Agent a written accounting of such cycle counts in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld; provided that Borrowers shall be permitted to maintain their books and records in an electronic form so long as they provide Agent with access to such electronic books and records promptly upon Agent’s reasonable request. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries.; provided that if no Event of Default has occurred and is continuing, such appraisal of Inventory shall be conducted not more often than once a year. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan) (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral; provided that if no Event of Default has occurred and is continuing, Intellectual Property and Equipment owned by each Borrower or any Subsidiariessuch appraisals shall be conducted not more often than once a year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Administrative Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Administrative Agent reserves the right to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and at such other times as Administrative Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Administrative Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Administrative Agent. Each Borrower will maintain, maintain at all times, and in good order times a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will keep adequate records at all times as to the quantity, source, quality and characteristics of its Inventory and will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) Borrowers will use commercially reasonable efforts to at all times keep its FF&E in good repair and physical condition, ordinary wear and tear excepted. (e) In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment FF&E owned by each Borrower or any Subsidiaries; provided, that so long as no Event of Default or Default has occurred, Borrowers shall be liable for such fees and expenses for no more than one (1) such appraisal for each of Inventory, Intellectual Property and FF&E in any given calendar year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and, unless exigent circumstances exist that require that such data and other information be moved immediately, shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. If any data or other information relating to Accounts and other intangible Collateral is moved from such locations due to exigent circumstances that required that such data or other information be moved immediately, the Borrowers shall provide written notice to Administrative Agent promptly after such move of the same. (b) Whether or not an Event of Default has occurred, any of Administrative Agent’s officers, employees or agents shall have the right, at any time or times hereafter, in the name of Administrative Agent or any designee of Administrative Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Administrative Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’ affairs, all of which contacts Borrowers hereby irrevocably authorize. (c) To expedite collection, Borrowers shall endeavor in the first instance to make collection of Accounts for Administrative Agent. Administrative Agent shall have the right at any time to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts, that Accounts have been assigned to Administrative Agent and, following the occurrence of a Default, that payment of such Accounts shall be made directly by such Account Debtors to Administrative Agent (and once such notice has been given to an Account Debtor, Borrowers shall not give any contrary instructions to such Account Debtor without Administrative Agent’s prior written consent). (d) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Administrative Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (ce) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Administrative Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Administrative Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Administrative Agent. Borrower Borrowers will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All Borrower shall, and shall cause each Restricted Subsidiary to, keep all data and other information relating to Accounts Property Leases or other intangible Collateral shall, at all times, be kept by Borrowers, times at their respective principal offices and Borrower shall not, and shall cause each Restricted Subsidiary not be moved to, move such data and other information from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt Whether or not an Event of Default has occurred, any of Administrative Agent's officers, employees or agents shall, upon prior written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor Borrower, have the right, at any time following or times hereafter, in the date name of this Agreement Administrative Agent or any designee of Administrative Agent or any Credit Party, to verify the validity, amount or any other matter relating to any Property Leases by mail, telephone, telegraph or otherwise, including, without limitation, verification of a Credit Party's compliance with applicable Laws. Borrower shall and shall cause each Credit Party to cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude such verification process. Notwithstanding the foregoing, Administrative Agent shall obtain Borrower's prior written consent, which consent shall not be unreasonably withheld or delayed, with respect to any such verification that directs each Account Debtor shall include contact with applicable federal, state and local regulatory authorities having jurisdiction over the Borrower's or any Credit Party's affairs; provided, that any contact with such regulatory authorities shall be carried out jointly by Borrower and Administrative Agent; provided however, that if Borrower fails to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send provide such notices consent within ten (10) days after Business Days of the date of this Agreement receipt of notice from Administrative Agent, or if Borrower shall fail to cooperate with Administrative Agent to contact such regulatory authorities, the applicable Property shall cease to be included in the calculation of the Borrowing Base. (or ten (10c) days after To expedite collection, Borrower shall endeavor in the Person becomes an Account Debtor), first instance to send any and all similar notices to such Personmake collection of payments due under Property Leases for Administrative Agent. Administrative Agent reserves shall have the right at any time to notify Account Debtors Property Lessees that Administrative Agent has been granted a Lien upon all Accounts. Property Leases, that Property Leases have been assigned to Administrative Agent and, following the occurrence of a Default, that payment of amounts under such Property Leases shall be made directly by such Property Lessees to Administrative Agent (c) Borrowers will conduct cycle counts of the Inventory on and once such notice has been given to a regular basisProperty Lessee, Borrower shall not, and Borrowers shall, at such times as Agent requests (but no more than twice per year) provide to Agent a written accounting of such cycle counts in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts shall cause each other Credit Party not to, at all times, keep its Inventory in good and marketable condition. In addition give any contrary instructions to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiariessuch Property Lessees without Administrative Agent's prior written consent). (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by or be readily accessible from Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the LockboxLockbox or the applicable Lockbox Account, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) [***] days after the date of this Agreement (or ten (10) [***] days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts.. MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5 (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, but no more than once per year if no Event of Default has occurred and is continuing, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory and other Collateral owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (ai) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (bii) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send MACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (ciii) Borrowers will conduct cycle counts shall at all times keep correct and accurate records (in all material respects) itemizing and describing the location, kind, type, age and condition of its Equipment, Borrowers’ cost therefor and accumulated depreciation thereof, and retirements, sales, or other dispositions thereof, all of which records shall be available on demand to any of the Inventory on a regular basisofficers, and Borrowers shallemployees or agents of the Agent. (iv) Agent shall receive, at such times as Agent requests (but no more than twice per year) provide Borrowers’ expense, updated appraisals with respect to Agent a written accounting the Equipment and Rolling Stock, in each case reporting the current Net Orderly Liquidation Value of such cycle counts in form Equipment and substance Rolling Stock and prepared by an appraisal firm satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) 1. All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agentcomplying with Section 4.11(c), which consent shall not be unreasonably withheldas applicable. (b) 2. Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) 3. Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and at such other times as Agent may reasonably request during the continuance of an Event of Default, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance substance, and from appraisers appraisers, reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing at the time such appraisal begins, Borrowers shall not be required to deliver more than one (d1) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver appraisal report to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiariesper fiscal year. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts or other intangible Borrowing Base Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not fail to be moved from available at such locations (other than in connection with electric, hardware or software issues in downloading such data or information) without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) , conditioned or delayed. Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the LockboxLockbox or Lockbox Account, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days Business Days after the date of this Agreement (or ten (10) days Business Days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Upon the occurrence of an Event of Default that is continuing, Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) . Borrowers will conduct cycle counts a count of the Inventory on a regular basisat least one time per year (it being understood by the parties hereto that cycle counts are acceptable) and if an Event of Default has occurred and is continuing, at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to MidCap / ATEC / Credit, Security and Guaranty Agreement . The Credit Parties shall, in the foregoingevent of any information in the Schedule 3.19, from time to timeSchedule 5.14, Agent may require Borrowers to obtain and Schedule 9.2(b) or Schedule 9.2(d) becoming outdated, inaccurate, incomplete or misleading, deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory Agent, together with the next Compliance Certificate required to Agent stating the then current fair market values of be delivered under this Agreement after such event a proposed update to such Schedule correcting all outdated, inaccurate, incomplete or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical conditionmisleading information. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.Each Credit Party agrees that:

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, Borrowers at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Administrative Agent, and (ii) obtaining the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Administrative Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Administrative Agent reserves the right to notify Account Debtors that Administrative Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and at such other times as Administrative Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Administrative Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Administrative Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower Borrowers will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Administrative Agent may require Borrowers to obtain and deliver to Administrative Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports reports, at the Borrower’s expense, in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) From and after the Lockbox Post-Closing Period, Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following on or after the date of this Agreement Lockbox Post-Closing Period that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days Business Days after the date of this Agreement (or ten (10) days Business Days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and, during the existence of an Event of Default, at such other times as Agent reasonably requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. . (d) In addition to the foregoing, from time to time, upon its reasonable request, but not more often than once per year (unless an Event of Default then exists), Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any SubsidiariesCredit Party. (e) Borrowers will use commercially reasonable efforts to, to at all times, times keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not fail to be moved from available at such locations principal offices without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person; provided, that, the Borrower shall not be required to notify any Account Debtor pursuant to this clause (b) to the extent that such Account Debtor is already remitting payment to the Lockbox or a Lockbox Account. Upon the occurrence of an Event of Default that is continuing, Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent reasonably requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain; provided, at all timesthat, and only one (1) such physical inventory count shall be required in good order a perpetual inventory systemthe calendar year ending December 31, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, at all times, keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries2021. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral; provided that so long as no Event of Default shall have occurred and be continuing, Intellectual Property and Equipment owned by each Borrower or Borrowers shall not be obligated to reimburse Agent for more than two (2) appraisals of the Collateral during any Subsidiariescalendar year; provided, that, only one (1) such appraisal shall be required in the calendar year ending December 31, 2021. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Third Party Account Debtor to make payments in respect of Third Party Accounts into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after at any time following the date of this Agreement Collections Account Post-Closing Period (or ten sixty (1060) days after the Person becomes an Account DebtorDebtor in respect of any Eligible Account), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition ; provided, that with respect to Inventory located at the foregoingArlington Road Premises and at the premises located at 00000 Xxxxxxx Xxxxxx South, from time Bloomington, MN, Borrowers may conduct a cycle count of Inventory, consistent with Borrowers’ past practices with respect to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiarieslocated at such premises. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventorythe Collateral; provided, Intellectual Property however, that, so long as no Event of Default has occurred and Equipment owned by each Borrower or any Subsidiaries. is continuing, Borrowers shall not be required deliver more than one (e1) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver appraisal report to Agent per Fiscal Year and, so long as the Revolving Loan Outstandings have not exceeded $50,000,000 at any time during such Fiscal Year, the aggregate amount Credit Parties shall be required to pay in respect of such appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating any Fiscal Year shall not exceed $50,000 in the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiariesaggregate. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all AccountsAccounts following the occurrence and during the continuance of an Event of Default. (c) Borrowers Borrowers, upon the reasonable request of Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to one (1) such request per twelve (12) month period, will conduct cycle counts a physical count of the Inventory on a regular basis, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, but no more than once per year if no Event of Default has occurred and is continuing, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by or be readily accessible from Borrowers, at their respective principal offices MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the LockboxLockbox or the applicable Lockbox Account, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) [***] days after the date of this Agreement (or ten (10) [***] days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, but no more than once per year if no Event of Default has occurred and is continuing, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory and other Collateral owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days Business Days after the date of this Agreement (or ten (10) days Business Days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Following the occurrence and continuation of an Event of Default, Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent reasonably requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports reports, at the Borrowers’ expense (subject to the provisions of Section 2.2(i)), in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment furniture, fixtures and equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Following the Lockbox Post-Closing Period, Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the LockboxLockbox or a Lockbox Account, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement the end of the Lockbox Post-Closing Period (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year (or twice, if Agent shall so request) and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. ; provided that if an Event of Default has occurred and is continuing, Borrower will maintain, at all times, and shall perform such additional inventory counts in good order a perpetual inventory system, substantially similar to that any given year as Agent shall request in effect on the Closing Dateits sole discretion. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries. (d) In addition Borrower shall ensure that all Inventory held at Amazon Locations is owned by Borrowers other than Mohawk Parent and that such Subsidiary Borrowers have the right to recall such Inventory from the Amazon locations at any time (subject to the foregoing, terms of the Amazon Agreement). Upon Agent’s request from time to time, Borrower shall provide Agent may require Borrowers with online viewing access to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiariesits Xxxxxx.xxx account. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All A copy of all data and other information relating to Accounts or other intangible Collateral shall, shall at all times, times be kept by BorrowersCredit Parties, at their respective principal offices and shall not fail to be moved from available at such locations principal offices without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers will conduct cycle counts a physical count of the Inventory on a regular basisat least twice per year and at such other times as Agent requests, and Borrowers shall, at such times as Agent requests (but no more than twice per year) shall provide to Agent a written accounting of such cycle counts physical count in form and substance satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries; provided that if no Event of Default has occurred and is continuing, such appraisal of Inventory shall be conducted not more often than once a year (and so long as no Event of Default has occurred and is continuing, the expense to Credit Parties’ for each such Inventory appraisal shall not exceed $50,000). (d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment owned by each Borrower or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.

Borrowing Base Collateral Administration. (a) All data and other information relating to Accounts or and other intangible Collateral shall, shall at all times, times be kept by Borrowersthe Credit Parties, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld. (b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person. Upon the occurrence and during the continuance of an Event of Default, Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts. (c) Borrowers Credit Parties will conduct cycle counts a physical count of the Inventory on a regular basisat least once per year and, upon the occurrence and Borrowers shallduring the continuance of an Event of Default, at such other times as Agent requests (but no more than twice per year) requests, and the Credit Parties shall provide to Agent a written accounting of such cycle counts physical count in a form and substance reasonably satisfactory to Agent. Borrower will maintain, at all times, and in good order a perpetual inventory system, substantially similar to that in effect on the Closing Date. Each Borrower Credit Party will use commercially reasonable efforts to, to at all times, times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to timeonce per year and, upon the occurrence and during the continuance of an Event of Default, at such other times as Agent requests, Agent may require Borrowers the Credit Parties to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower Credit Party or any Subsidiaries. (d) In addition to the foregoing, from time to time, Agent may require Borrowers the Credit Parties to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory, Intellectual Property and Equipment FF&E owned by each Borrower Credit Party or any Subsidiaries. (e) Borrowers will use commercially reasonable efforts to, at all times, keep its Equipment in good repair and physical condition. In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Equipment owned by each Borrower or any Subsidiaries. (f) Borrowers will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, reserves for excess and obsolete Inventory calculated in a manner substantially similar to the calculation method utilized on the Closing Date.