Common use of Collateral Administration Clause in Contracts

Collateral Administration. (a) All Collateral (except Deposit Accounts, securities accounts and Collateral in the possession of Agent) shall at all times be kept by Borrower at the locations from time to time set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days' prior written notice to Agent, be moved therefrom other than to another such location or, in the case of desktop hardware including personal computers, monitors, printers, modems and similarly portable equipment, to remote locations for use by employees or others in the ordinary course of business. Whether or not an Event of Default has occurred, any of Agent's officers, employees, representatives or agents shall have the right, upon reasonable notice (provided notice need not be given after the occurrence and during the continuance of an Event of Default) during normal business hours, in the name of Agent, or any designee of Agent or any Credit Party, to verify the validity, amount or any other matter relating to the Collateral. Each Credit Party shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons owing Accounts to any Credit Party that its Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to the Credit Parties. (b) As and when determined by Agent in its Permitted Discretion but, at the Credit Parties' expense, not to exceed two (2) times per year in the absence of an Event of Default, Agent will perform the searches described in clauses (i) and (ii) below against each Credit Party, all at the Credit Parties' expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. (c) Upon Agent's request, each Credit Party shall promptly deliver to Agent all items for which Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and shall cause each of its Subsidiaries to, keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by Agent upon or at any time after the occurrence and during the continuance of an Event of Default, each Credit Party shall, and shall cause each of its Subsidiaries to, execute and deliver to Agent formal written assignments of all of its respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party but shall be reported to Borrower and shall be remitted to Borrower promptly after written request therefor by Borrower to Agent; provided that the failure of Agent to so report shall not provide the basis of any claim against, or result in any liability to, Agent. (e) Each Credit Party shall take such further action as may be lawfully required by Agent in its Permitted Discretion to evidence, perfect and maintain the security interests and the priority thereof in the Collateral.

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

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

Collateral Administration. (a) All Except as permitted pursuant to Sections 7.8(a) and 7.8(b), all Collateral (except Deposit Accounts, securities accounts Accounts and Collateral in the possession having an aggregate value of Agent$50,000 or less at any one location) shall will at all times be kept by Borrower at the locations from time to time set forth on Schedule 5.18B 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days' days prior written notice to Agent, be moved therefrom other than to another such location ortherefrom, and in any case shall not be moved outside the case of desktop hardware including personal computers, monitors, printers, modems and similarly portable equipment, to remote locations for use by employees or others in the ordinary course of businesscontinental United States. Whether or not an Event of Default has occurred, any of the Agent's ’s officers, employees, representatives or agents shall have the right, upon reasonable notice (provided notice need not be given after the occurrence and during the continuance of an Event of Default) at any time during normal business hours, in the name of Agent, or any designee of Agent Agent, or any Credit PartyBorrower, to verify the validity, amount or any other matter relating to the Collateral. Each Credit Party Borrower shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition Notwithstanding anything in this subsection to and notwithstanding any provision of any Loan Documentthe contrary, Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default to notify Persons owing Accounts to any Credit Party Borrower that its their Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's ’s fees, to the Credit PartiesBorrower. (b) As and when determined by Agent in its Permitted Discretion but, at the Credit Parties' expense, not to exceed two (2) times per year in the absence of an Event of DefaultDiscretion, Agent will perform the searches described in clauses (i) and (ii) below against each Credit Party, all at Borrower or any Guarantor (the Credit Parties' expense: results (i) UCC upon Borrower’s request and at Borrower’s expense, provide copies of any such searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; to Borrower and (ii) judgment, federal tax lien and corporate and partnership tax lien will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches, in each jurisdiction searched under clause (i) above. (c) Upon Agent's ’s request, each Credit Party Borrower shall promptly immediately deliver to Agent all items for which Agent Lender must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and Borrower shall cause each of its Subsidiaries to, keep accurate and complete records of the Collateral its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. If requested by In addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent upon or at any time after of such occurrence within two (2) Business Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. After the occurrence and during the continuance continuation of an Event of Default, each Credit Party shalland upon Agent’s request, and Borrower shall cause each of its Subsidiaries to, execute and deliver to Agent formal written assignments of all of its respective Accounts weekly or daily as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party but shall be reported to Borrower and shall be remitted to Borrower promptly after written request therefor by Borrower to Agent; provided that the failure of Agent to so report shall not provide the basis of any claim against, or result in any liability to, Agent. (e) Each Credit Party Borrower (i) shall take provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to any Account Debtor not remitting to the Blocked Account, to do so promptly, (ii) after the occurrence and during the continuation of an Event of Default, and upon Agent’s request, shall provide prompt written notice to each Account Debtor that Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and shall direct each Account Debtor to make payments directly to Lender’s Concentration Account; and (iii) shall do anything further action as that may be lawfully required by Agent in its Permitted Discretion to evidencesecure Agent, perfect for the benefit of itself and maintain Lenders, and to effectuate the security interests intentions of the Loan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and directions within twenty (20) calendar days after the priority thereof in date of this Agreement (or twenty (20) calendar days after the CollateralPerson becomes an Account Debtor), and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to send any and all similar notices and directions to such Account Debtors.

Collateral Administration. (a) All Collateral (except Deposit Accounts, securities accounts and Collateral in the possession of Agent) shall at all times be kept by Borrower at the locations from time to time set forth on Schedule 5.18B hereto, and shall not, without thirty (30) calendar days' prior written notice to Agent, be moved therefrom other than to another such location or, in the case of desktop hardware including personal computers, monitors, printers, modems and similarly portable equipment, to remote locations for use by employees or others in the ordinary course of business. Whether or not an Event of Default has occurred, any of Agent's officers, employees, representatives or agents shall have the right, upon reasonable notice (provided notice need not be given after the occurrence and during the continuance of an Event of Default) during normal business hours, in the name of Agent, or any designee of Agent or any Credit Party, to verify the validity, amount or any other matter relating to the Collateral. Each Credit Party shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons owing Accounts to any Credit Party that its Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to the Credit Parties. (b) As and when determined by the Administrative Agent or the Requisite Lenders in its Permitted Discretion butor their reasonable discretion, at upon the Credit Parties' expense, not to exceed two (2) times per year in occurrence and during the absence continuation of a Default or an Event of Default, the Administrative Agent will perform or the searches described in clauses (i) and (ii) below against each Credit PartyRequisite Lenders may, all at the Credit Parties' Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; and (ii) perform UCC, judgment, federal litigation, tax lien Lien and corporate and partnership tax lien other similar searches, in each jurisdiction searched under clause (i) aboveany jurisdictions determined by Administrative Agent or the Requisite Lenders from time to time, against any Loan Party. (cb) Upon Agent's request, each Credit Party shall promptly deliver to Agent all items for which Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificatesThe Borrower, and documents of titleManager, Chattel Paperas applicable, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and shall cause each of its Subsidiaries to, keep accurate and complete records of the Collateral Customer Contracts and all payments and collections Collections thereon and shall Uniti – Bridge Loan and Security Agreement submit such records to Administrative Agent on such periodic bases basis (and at least quarterly) as the Administrative Agent or the Requisite Lenders may request in its Permitted Discretionreasonably request. If requested by the Administrative Agent upon or (acting at any time after the occurrence and during direction of the continuance of an Event of DefaultRequisite Lenders), each Credit Party shallthe Borrower, and each other Loan Party, as applicable, shall cause each of its Subsidiaries to, execute and deliver to Agent the Administrative Agent, formal written assignments or allonges, in form and substance reasonably acceptable to the Administrative Agent (acting at the direction of the Requisite Lenders), of any or all of its respective Accounts the Customer Contracts as the Administrative Agent may request, including all Accounts created since (acting at the date direction of the last assignmentRequisite Lenders) may reasonably request, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party but shall be reported to Borrower and shall be remitted to Borrower promptly after written request therefor by Borrower to Agent; provided that the failure of Agent to so report shall not provide the basis of any claim against, or result in any liability to, Agent. (ec) Each Credit Party The Borrower shall, upon the Administrative Agent’s written request upon the occurrence and during the continuation of an Event of Default, (i) provide prompt written notice to each Customer that the Administrative Agent has been granted a Lien on and security interest in, upon and to all Customer Contracts payable by such Customer and (ii) shall take such do anything further action as that may be lawfully required under Applicable Law and requested in writing by the Administrative Agent or the Requisite Lenders in its Permitted Discretion their reasonable discretion to evidence, perfect and maintain secure the security interests and the priority thereof Administrative Agent’s interest in the CollateralCollateral and effectuate the intentions of this Agreement.

Collateral Administration. (a) All Collateral (except Deposit Accounts, securities accounts Accounts and Collateral in the possession of Agent) shall at all times be kept by Borrower the Credit Parties at the locations from time to time set forth on Schedule 5.18B 5.19B hereto, and shall not, without thirty (30) calendar days' prior written notice to Agent, be moved therefrom other than to another such location or, in the case (except for movement of desktop hardware including personal computers, monitors, printers, modems and similarly portable equipment, to remote locations inventory and related assets for use by employees or others performance of services in the ordinary course of business), and in any case, (i) with respect to Collateral owned by US Credit Parties, shall not be moved outside the United States, and (ii) with respect to Collateral owned by Canadian Credit Parties, shall not be moved outside the United States or Canada. In addition, except for movement of equipment, inventory and related assets for performance of services in the ordinary course of business, Borrowers shall not transfer any Collateral with fair market value of more than $100,000, individually or in the aggregate, whether in one transaction or a series of transactions, to any location for which a Landlord Waiver and Consent has not been obtained, without the prior written consent of Agent. Whether or not an Event of Default has occurred, any of Agent's officers, employees, representatives or agents shall have the right, upon reasonable notice (provided notice need not be given after the occurrence and during the continuance of unless an Event of DefaultDefault exists) at any time during normal business hours, in the name of Agent, or any designee of Agent or any Credit Party, to verify the validity, amount or any other matter relating to the Collateral. Each Credit Party shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify Persons owing Accounts to any Credit Party that its Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to the Credit Parties. The Credit Parties shall use commercially reasonable efforts to ensure collection of their respective Accounts for Agent, for the account of Lenders. (b) As and when determined by Agent in its Permitted Discretion but, at the Credit Parties' expense, not to exceed two (2) times per year in the absence of an Event of DefaultDiscretion, Agent will perform the searches described in clauses (i) and (ii) below against each Credit Party, all at the Credit Parties' expense: (i) UCC UCC, PPSA or similar foreign searches with the Secretary of State and local filing offices or other applicable Governmental Authorities' offices of each jurisdiction where any Credit Party is organized and/or maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. Notwithstanding the foregoing, Agent shall not conduct such searches more frequently than four times during any twelve (12) month period unless an Event of Default has occurred and is continuing. (c) Upon Agent's request, each Each Credit Party shall notify Agent of the existence of, and promptly deliver to Agent upon its request, all items for which Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar Instruments constituting Collateral, in each case to the extent not already in possession of Agent. (d) Each Credit Party shall, and shall cause each of its Subsidiaries to, keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. In addition if Accounts of Credit Parties in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Credit Parties shall notice Agent of such occurrence no later than five Business Days following such occurrence and the Borrowing Base and the applicable Monthly Borrowing Certificate shall thereupon be adjusted to reflect such occurrence. If requested by Agent upon or at any time after the occurrence and during the continuance of an Event of Default, each Credit Party shall, and shall cause each of its Subsidiaries to, execute and deliver to Agent formal written assignments of all of its respective Accounts as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of any Credit Party but shall be reported to Borrower and shall be remitted to Borrower promptly after written request therefor by Borrower to Agent; provided that the failure of Agent to so report shall not provide the basis of any claim against, or result in any liability to, AgentParty. (e) Each Credit Party (i) upon request by Agent after the occurrence and during the continuance of an Event of Default, shall take provide prompt written notice to its current bank(s) to transfer all items, collections and remittances to the Concentration Account (or any other account designated by Agent), (ii) upon request by Agent after the occurrence and during the continuance of an Event of Default, shall provide prompt written notice to each Account Debtor that Agent, for itself and the benefit of the Lenders, has been granted a lien and security interest in, upon and to all Accounts payable by such Account Debtor, (iii) shall direct or shall have directed each Account Debtor to make payments to the appropriate Blocked Account, in each case not later than ten (10) calendar days after the Person becomes an Account Debtor, and hereby authorizes Agent and/or Lenders, upon any failure to send such directions within the applicable time period, to send any and all similar notices and directions or notice to such Account Debtors and, after the occurrence and during the continuance of an Event of Default, to collect such Accounts directly in its own name and to charge collection costs and expenses to the Credit Parties, and (iv) shall do anything further action as that may be lawfully required by Agent in its Permitted Discretion to evidencesecure Agent, perfect for the benefit of itself and maintain Lenders, and effectuate the security interests and intentions of the priority thereof in the CollateralLoan Documents.