Common use of Accounts Generally Clause in Contracts

Accounts Generally. (a) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts, the Cash Management Account and any sub-account thereof. The Cash Management Account and any sub-account thereof shall be assigned the federal tax identification number of Borrower, which is 00-000-0000. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (b) Without limiting the provisions of the Security Instrument, to further secure the full and timely payment and performance of the Debt, Borrower hereby expressly grants to Lender a continuing, first priority security interest in, and pledges and collaterally assigns to Lender all of Borrower’s rights, title and interest in, to and under, all of the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located: (i) in the Collection Accounts, the Cash Management Account, all sub-accounts thereof and all security entitlements, investment property and other financial assets at any time and from time to time deposited or contained therein or credited thereto (as each such term is defined in Article 8 and Article 9 of the UCC); (ii) any and all monies, checks, deposits, investment property or other financial assets now or hereafter credited to the Collection Accounts or the Cash Management Account (including any sub-account thereof) or held by or on behalf of Lender; and (iii) all proceeds (as defined in the UCC) of all or any of the foregoing. Borrower will at its sole cost and expense take all actions necessary to maintain in favor of Lender a first priority perfected security interest in the Collection Accounts and the Cash Management Account, including, without limitation, entering into the Account Control Agreement and filing (and Borrower hereby irrevocably authorizes Lender to file) UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Collection Accounts or the Cash Management Account. Borrower shall not, without obtaining the prior consent of Lender, further pledge, assign or grant any security interest in the Collection Accounts, the Cash Management Account, any sub-account thereof or any monies deposited therein or other financial assets credited thereto or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (c) Lender may exercise in respect of the Collection Accounts, the Cash Management Account or any or all of the sub-accounts thereof all rights and remedies available to Lender hereunder or under the other Loan Documents or otherwise available at law or in equity. Without limiting the generality of the foregoing, during the continuance of an Event of Default, Borrower shall have no further right to request or otherwise require Lender to disburse any Reserve Funds or have any further rights whatsoever therein, and Lender may, at Lender’s option (i) continue to hold any or all of the Reserve Funds, (ii) continue from time to time to apply all or any portion of the Reserve Funds to any payment(s) to which such Reserve Funds could have been applied prior to such Event of Default, to the extent and in such order and manner as Lender in its sole discretion may determine, and/or (iii) apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion. The remedies provided in this Agreement, the Security Instrument and the other Loan Documents are cumulative and not exclusive of any remedies provided at law or in equity.

Accounts Generally. Notwithstanding anything to the contrary contained herein, with respect to each Account: (a) Borrower shall be responsible for upon the occurrence and during the continuance of a Default, Lender may, in addition to any and all other rights and remedies available to Lender, direct Deposit Bank to immediately pay over all funds on deposit in any Account to Lender and to apply any such funds to the payment of the Secured Obligations in any federalorder or priority, state or local income or other tax applicable to the interest or income earned on the Collection Accounts, the Cash Management Account and any sub-account thereof. The Cash Management Account and any sub-account thereof shall be assigned the federal tax identification number of Borrower, which is 00-000-0000. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.in its sole discretion; (b) Without limiting except as expressly permitted under the provisions Loan Documents, funds deposited into any Account shall not be commingled with other monies of the Security Instrument, to further secure the full and timely payment and performance of the Debt, Borrower hereby expressly grants to Lender a continuing, first priority security interest in, and pledges and collaterally assigns to Lender all of Borrower’s rights, title and interest in, to and under, all of the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located: Deposit Bank; (ic) in the Collection Accounts, the Cash Management Account, all sub-accounts thereof and all security entitlements, investment property and other financial assets at any time and from time to time deposited or contained therein or credited thereto (as each such term is defined in Article 8 and Article 9 of the UCC); (ii) any and all monies, checks, deposits, investment property or other financial assets now or hereafter credited to the Collection Accounts or the Cash Management Account (including any sub-account thereof) or held by or on behalf of Lender; and (iii) all proceeds (as defined in the UCC) of all or any of the foregoing. Borrower will at its sole cost and expense take all actions necessary to maintain in favor of Lender a first priority perfected security interest in the Collection Accounts and the Cash Management Account, including, without limitation, entering into the Account Control Agreement and filing (and Borrower hereby irrevocably authorizes Lender to file) UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Collection Accounts or the Cash Management Account. Borrower shall not, without obtaining the prior consent of Lender, not further pledge, assign or grant any security interest in any Account or the Collection Accounts, the Cash Management Account, any sub-account thereof or any monies deposited therein or other financial assets credited thereto or permit any Lien lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto.; (cd) Lender may exercise Borrower acknowledges that the insufficiency of funds on deposit in respect any Account shall not relieve Borrower of the Collection Accountsobligation to make any payments, the Cash Management Account or any or all of the sub-accounts thereof all rights as and remedies available when due pursuant to Lender hereunder or under the other Loan Documents or otherwise available at law or in equity. Without limiting the generality of the foregoing, during the continuance of an Event of Default, Borrower shall have no further right to request or otherwise require Lender to disburse any Reserve Funds or have any further rights whatsoever therein, and Lender may, at Lender’s option (i) continue to hold any or all of the Reserve Funds, (ii) continue from time to time to apply all or any portion of the Reserve Funds to any payment(s) to which such Reserve Funds could have been applied prior to such Event of Default, to the extent and in such order and manner as Lender in its sole discretion may determine, and/or (iii) apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion. The remedies provided in this Agreement, the Security Instrument Agreement and the other Loan Documents are cumulative Documents, and such obligations shall be separate and independent, and not exclusive of conditioned on any remedies provided at law event or circumstance whatsoever; and (e) Borrower shall indemnify Lender and Deposit Bank and hold Lender and Deposit Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in equityany way connected with the Accounts or the performance of the obligations for which the applicable Account was established (unless arising from the gross negligence or willful misconduct of Lender or Deposit Bank, as applicable).

Accounts Generally. (a) Each of the Borrowers and Subsidiaries hereby warrants and covenants to the Agent that: (i) each existing Account represents, and each future Account shall represent, a bona fide sale or lease and delivery of goods or rendition of services by such Borrower or Subsidiary, in the ordinary course of business; (ii) each existing Account is, and each future Account shall be, at the time any such Account arose and at the time any such Account is billed, for a liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice therefor, without offset, deduction, defense, or counterclaim, other than discounts required by law or contract, and corrections of billing errors, in the ordinary course of business; (iii) no payment shall be responsible for payment received with respect to any Account, and no credit, discount, extension, or agreement therefor shall be granted on any Account, except as reported to the Agent in pursuant to Section 7.09(a); (iv) each copy of an invoice or claim form delivered to the Agent by any Borrower or Subsidiary shall be a genuine copy of the original invoice or claim form sent to the Account Debtor named therein; (v) all goods described in any invoice or claim form representing a sale of goods shall have been delivered to the applicable patient and all services of any federalBorrower or Subsidiary described in any invoice or claim form shall have been performed; (vi) each of the Accounts and the related contracts is in full force and effect and represents and constitutes a legal, state valid and binding obligation of the related Account Debtor, enforceable against such Account Debtor in accordance with its terms; (vii) promptly following notice from an Account Debtor as to an earlier overpayment by such Account Debtor to any Borrower or local income Subsidiary, such Borrower or Subsidiary has made all payments to such Account Debtor which are necessary to prevent such Account Debtor from offsetting such overpayment against any amount owed by such Account Debtor; (viii) no direction of any Borrower, Subsidiary or any other tax applicable Person is in effect directing any Account Debtor make payments in respect of the Accounts other than to a Lock Box or a Controlled Account; and (ix) during the one year prior to the interest Closing Date, no Borrower or income earned on the Collection Accounts, the Cash Management Account and any sub-account thereof. The Cash Management Account and any sub-account thereof shall be assigned the federal tax identification number of Borrower, which is 00-000-0000. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not Subsidiary has been subject to any back-up withholding under Government Offset involving in excess of fifty thousand dollars ($50,000). As of the Codedate of each Revolving Credit Loan, no Borrower or Subsidiary is aware of any potential Government Offset greater than fifty thousand dollars ($50,000) for any single Governmental Offset and greater than two hundred thousand dollars ($200,000) for all such Government Offsets that has not been disclosed by such Borrower or Subsidiary to the Agent in writing prior to such date. All of the Medicaid and Medicare reports required to be filed by any Borrower or Subsidiary for all reporting periods have been filed with the applicable Government Account Debtor, or HCFA designated agents or agents of such Government Account Debtor. (b) Without limiting the provisions of the Security InstrumentNo Borrower or Subsidiary shall re-date any invoice, claim form or sale or modify any Account (other than to further secure the full and timely payment and performance of the Debt, Borrower hereby expressly grants to Lender a continuing, first priority security interest in, and pledges and collaterally assigns to Lender all of Borrower’s rights, title and interest in, to and under, all of the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located: (i) correct billing errors in the Collection Accountsordinary course of business). Each Lender acknowledges that if an Account Debtor which is the "primary" payor does not pay a claim in full or denies such claim, the Cash Management AccountBorrowers and their Subsidiaries may send a separate invoice to an Account Debtor which is a "secondary" payor. If any Borrower or Subsidiary becomes aware of any matter that is reasonably likely to materially adversely affect any Account Debtor, all sub-accounts thereof and all security entitlements, investment property and other financial assets at any time and from time to time deposited or contained therein or credited thereto (as each such term is defined in Article 8 and Article 9 of the UCC); (ii) any and all monies, checks, deposits, investment property or other financial assets now or hereafter credited to the Collection Accounts or the Cash Management Account (including any sub-account thereof) or held by or on behalf of Lender; and (iii) all proceeds (as defined in the UCC) of all or any of the foregoing. Borrower will at its sole cost and expense take all actions necessary to maintain in favor of Lender a first priority perfected security interest in the Collection Accounts and the Cash Management Account, including, without limitation, entering into information regarding the Account Control Agreement and filing (and Debtor's creditworthiness, such Borrower hereby irrevocably authorizes Lender to file) UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify Subsidiary shall promptly so advise the Collection Accounts or the Cash Management Account. Borrower shall not, without obtaining the prior consent of Lender, further pledge, assign or grant any security interest in the Collection Accounts, the Cash Management Account, any sub-account thereof or any monies deposited therein or other financial assets credited thereto or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect theretoAgent. (c) Lender may exercise in No Borrower or Subsidiary shall accept any note, warrant or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Account without the written consent of the Collection AccountsAgent (which consent shall not be unreasonably withheld or delayed). If the Agent consents to the acceptance of any such note, warrant or other instrument, it shall be considered as evidence of the Account and not payment thereof, and the Borrowers and Subsidiaries shall promptly deliver such note, warrant or instrument to the Agent appropriately endorsed. Regardless of the form of presentment, demand, notice of dishonor, protest, and notice of protest with respect thereto, the Cash Management Account Borrowers and their Subsidiaries shall remain liable thereon until such note, warrant or any or all of the sub-accounts thereof all rights and remedies available to Lender hereunder or under the other Loan Documents or otherwise available at law or instrument is paid in equityfull. Without limiting the generality of Notwithstanding the foregoing, any Borrower or Subsidiary may accept a note (i) from an Option Care Franchisee or (ii) as payment solely for the provision of computer software, PROVIDED that such Borrower or Subsidiary shall (x) promptly notify the Agent that it has accepted any such note, and (y) upon request by the Agent, promptly deliver such note to the Agent appropriately endorsed. (d) Each of the Borrowers and their Subsidiaries shall notify the Lenders promptly of (i) all disputes and claims (other than as to discounts required by law or contract, and corrections of billing errors, in the ordinary course of business) with any Account Debtor, involving in excess of fifty thousand dollars ($50,000) for any single dispute or claim and in excess of two hundred thousand dollars ($200,000) for all such disputes and claims, whether any such Account Debtor is acting in its capacity as an Account Debtor or in its individual capacity; and (ii) all alleged or asserted Government Offsets involving in excess of fifty thousand dollars ($50,000) for any single Government Offset and in excess of two hundred thousand dollars ($200,000) for all such Government Offsets. No discount, credit or allowance shall be granted with respect to any Eligible Account to any Account without the consent of the Required Lenders, which consent shall not be unreasonably withheld, except for: (i) discounts required by law or contract, and corrections of billing errors, in the ordinary course of business; and (ii) any other discount which does not exceed fifty thousand dollars ($50,000), provided that the aggregate amount of discounts permitted pursuant to this clause (ii) during any calendar year shall not exceed five hundred thousand dollars ($500,000). (e) If an Account Debtor returns any inventory to any Borrower or Subsidiary when no Event of Default exists, then such Borrower or Subsidiary shall promptly determine the continuance reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Each Borrower or Subsidiary shall immediately report to the Agent in the event that the aggregate amount of such returns exceed one hundred thousand dollars ($100,000) during any year. Each such report shall indicate the reasons for the returns and the locations and condition of the returned inventory. In the event any Account Debtor returns inventory to any Borrower or Subsidiary when an Event of DefaultDefault exists, such Borrower shall have no further right to request or otherwise require Lender to disburse any Reserve Funds or have any further rights whatsoever therein, and Lender may, at Lender’s option Subsidiary shall: (i) continue to hold any or all of the Reserve Funds, returned inventory in trust for the Agent; (ii) continue segregate all returned inventory from time to time to apply all or any portion of its other Property; (iii) dispose of the Reserve Funds returned inventory solely according to the written instructions of the Agent; and (iv) not issue any payment(s) credits or allowances with respect thereto without the prior written consent of the Required Lenders. All returned inventory shall remain subject to the Agent's security interest. Whenever any inventory is returned for which an Account had been created, such Reserve Funds could have been applied prior to such Event of Default, related Account shall be deemed ineligible to the extent of such returned Inventory, and in such order and manner as Lender in its sole discretion may determine, and/or (iii) apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretionAvailability shall be adjusted accordingly. The remedies provided in this Agreement, the Security Instrument and the other Loan Documents are cumulative and not exclusive of any remedies provided at law or in equity.44

Accounts Generally. (a) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts, the Cash Management Account and any sub-account thereof. The Cash Management Account and any sub-account thereof shall be assigned the federal tax identification number numbers of Borrower, Borrower which is are 00-0000000000 with respect to Fee Owner and 00-00000000000 with respect to OpBiz. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code. (b) Without limiting the provisions of the Security Instrument, to further secure the full and timely payment and performance of the Debt, Borrower hereby expressly grants to Lender a continuing, first priority security interest in, and pledges and collaterally assigns to Lender all of Borrower’s rights, title and interest in, to and under, all of the following, whether now owned or existing or hereafter acquired, created or arising, whether tangible or intangible, and regardless of where located: (i) in the Collection Accounts, the Cash Management Account, all sub-accounts thereof and all security entitlements, investment property and other financial assets at any time and from time to time deposited or contained therein or credited thereto (as each such term is defined in Article 8 and Article 9 of the UCC); (ii) any and all monies, checks, deposits, investment property or other financial assets now or hereafter credited to the Collection Accounts or the Cash Management Account (including any sub-account thereof) or held by or on behalf of Lender; and (iii) all proceeds (as defined in the UCC) of all or any of the foregoing. Borrower will at its sole cost and expense take all actions necessary to maintain in favor of Lender a first priority perfected security interest in the Collection Accounts and the Cash Management Account, including, without limitation, entering into the Account Control Agreement and filing (and Borrower hereby irrevocably authorizes Lender to file) UCC-1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Collection Accounts or the Cash Management Account. Borrower shall not, without obtaining the prior consent of Lender, further pledge, assign or grant any security interest in the Collection Accounts, the Cash Management Account, any sub-account thereof or any monies deposited therein or other financial assets credited thereto or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto. (c) Lender may exercise in respect of the Collection Accounts, the Cash Management Account or any or all of the sub-accounts thereof all rights and remedies available to Lender hereunder or under the other Loan Documents or otherwise available at law or in equity. Without limiting the generality of the foregoing, during upon the continuance occurrence of an Event of Default, Borrower shall have no further right to request or otherwise require Lender to disburse any Reserve Funds or have any further rights whatsoever therein, and Lender may, at Lender’s option (i) continue to hold any or all of the Reserve Funds, (ii) continue from time to time to apply all or any portion of the Reserve Funds to any payment(s) to which such Reserve Funds could have been applied prior to such Event of Default, to the extent and in such order and manner as Lender in its sole discretion may determine, and/or (iii) apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion. The remedies provided in this Agreement, the Security Instrument and the other Loan Documents are cumulative and not exclusive of any remedies provided at law or in equity.