Assignment of Fees for Optometry Services. (a) As security for the performance of its obligations under this Business Management Agreement, the Practice hereby irrevocably assigns and sets over to Business Manager all of its right to receive payment for Professional Eye Care Services (other than rights to receive payments relating to the activities described in Exhibit 1.3) to the extent permitted by law (the ------------ "Accounts Receivable") and retain such payment for its own account, and shall obtain a like assignment from all Professionals. To the extent such rights to receive payment cannot legally be assigned, the "Accounts Receivable" shall include the right to have any amounts received by the Practice pursuant to such non-assignable rights paid over to Business Manager upon receipt. The Practice shall take such action as may be necessary to confirm to Business Manager the rights set forth in this Section 5.4(a).
Assignment of Fees for Optometry Services. On or prior to the Closing Date, the Company shall obtain an irrevocable assignment from all Professional Employees of any and all of their rights to receive payment for the provision of optometry services which are part of the Accounts Receivable to Vision 21 existing on the Closing Date, except for those fees specified and set forth on Schedule 7.18. Each Professional Employee shall undertake to endorse any payments received on account of such services to the order of Vision 21 and to take such other action as may be necessary to confirm to Vision 21 the rights to collect and retain for its own account such Accounts Receivable. The Company shall cause its Professional Employees to agree that such security interest of such lender(s) is intended to be a first priority security interest and is superior to any right, title or interest which may be asserted by such Professional Employees with respect to the Accounts Receivable or the proceeds thereof. In the event that the assignment of rights described in this Section shall be deemed, for any reason, to be ineffective as an outright assignment, the Company shall cause each Professional Employee to agree that such Professional Employee shall be deemed, effective as of the Closing Date, to have granted to Vision 21 a first priority lien on and security interest in and to any and all interests of such Professional Employee in any of the Accounts Receivable, and all proceeds with respect thereto, to secure the collection by Vision 21 of all Accounts Receivable, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Company shall cause each Professional Employee to execute and deliver, all such financing statements as the Company or Vision 21 may request in order to perfect such security interest. The Company shall not suffer any Professional Employee to grant any other lien on or security interest in or to such Accounts Receivable or any proceeds thereof.
