Common use of Collection of Accounts Receivable Clause in Contracts

Collection of Accounts Receivable. (i) Each IHS Licensee and Relevant IHS Entity acknowledges that, pursuant to the provisions of the Settlement Agreement dated as of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust and HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1" and "HRES2," respectively), Manager, the Proposed Operators and the Licensees (the "Settlement Agreement"), the Proposed Operators (to the extent permitted by applicable law) and Advisors own all accounts receivable to the extent arising from services provided by or at its respective Facility after the Effective Time (the "Post-Effective Time Receivables"). Servicer is hereby authorized and directed to make and effect collections of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Receivables with respect to any Facility that are owed by a Medicaid program or the Medicare program or other federal or state programs (collectively, "Government Receivables") and that are payable under the existing Provider Agreements of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete books and records of all receipts with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to the Licensee Account, the Proposed Operator Account or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount of the payment and the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust for the benefit of such Relevant IHS Entity.

Collection of Accounts Receivable. Unless otherwise provided herein, Debtors may collect at Debtors’ own expense the Accounts Receivable in the ordinary course of business; provided, however, that Debtors’ authorization to collect the Accounts Receivable is subject to the following: (A) The Lender, at any time after the occurrence of an Event of Default, may, in its sole and reasonable discretion, notify any or all of the Account Debtors that (i) Each IHS Licensee and Relevant IHS Entity acknowledges that, pursuant the Accounts Receivable have been assigned to the provisions Lender; and/or (ii) that all further payments on the Accounts Receivable should be paid solely to the Lender. When requested by the Lender after the occurrence of an Event of Default, Debtors at their expense will notify or cause to be notified any or all Account Debtors to pay directly to the Lender any sum or sums then due or to become due on the Accounts Receivable or any part thereof and all bills and statements thereafter sent by any Borrower to such Account Debtors shall state that the same have been assigned to the Lender and are payable solely to the Lender. (B) The Lender, at any time after the occurrence of an Event of Default, may in its sole and reasonable discretion, require Debtors to establish and maintain a “lock box” account at the Lender or at a financial institution acceptable to Lender subject to the control of the Settlement Lender, and Debtors, at their expense, will notify or cause to be notified all Account Debtors to pay directly any sum or sums then due or to become due on the Accounts Receivable to such lock box account at the Lender. (C) In the event an Account Debtors are notified under Subsections 2.03(A) or 2.03(B) of this Agreement dated as or one or more Events of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust and HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1" and "HRES2," respectively), ManagerDefault have occurred under the terms of this Agree­ment, the Proposed Operators Lender shall have and the Licensees (the "Settlement Agreement")succeed to all rights, remedies, securities and liens of Debtors in respect to such Accounts Receivable or other Collateral, including, but not limited to, the Proposed Operators (to the extent permitted by applicable law) and Advisors own all accounts receivable to the extent arising from services provided by right of stoppage in transit of any merchandise, guarantees or at its respective Facility after the Effective Time (the "Post-Effective Time Receivables"). Servicer is hereby authorized and directed to make and effect collections of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Receivables other contracts or suretyship with respect to any Facility that are owed by a Medicaid program such merchandise, warranties, unpaid seller's liens, statutory liens, artisans' liens, or the Medicare program right to other collateral security held by or other federal or state programs (collectively, "Government Receivables") and that to which Debtors are payable under entitled for the existing Provider Agreements payment of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purposemerchandise, and shall hold any and all such proceeds have the right to enforce the same in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete books and records of all receipts with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to the Licensee Account, the Proposed Operator Account its name or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to direct the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount of the payment and the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) enforcement thereof by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust Debtors for the benefit of the Lender, and Debtors shall, at the reasonable request of the Lender, deliver to the Lender a separate written assignment of any of the same. The Lender, however, shall not incur any obligation or liability of Debtors to any Account Debtor, including, but not limited to, obligations or liabilities pursuant to any contract, agreement, warranty, guarantee, judicial decree or jury award. The Lender, in such Relevant IHS Entityan event, is also hereby irrevoc­ably authorized to receive, open and dispose of all mail addressed to Debtors, to notify the Post Office authorities to change the address for delivery of Debtors’ mail to an address designated by the Lender, to endorse Debtors’ name on all notes, checks, drafts, bills of exchange, money orders, commercial paper of any kind whatsoever, and any other instruments or documents received howsoever in payment of the Accounts Receivable, or any part thereof, and the Lender or any officer or employee thereof is hereby irrevocably constituted and appointed agent and attorney-in-fact for Debtors for the foregoing purpose. (D) Debtors shall not collect, compromise or accept any sum in full payment or satisfaction of any of the Accounts Receivable for materially less than the amount due without the express written consent of the Lender, except in the ordinary course of business. The consent of Lender required in this clause shall not be unreasonably withheld or delayed. (E) The Lender may directly request any Account Debtor for a written confirmation of the Accounts Receivable at any time whether before or after the occurrence of an Event of Default.

Collection of Accounts Receivable. Management of ------------------------------------------------ Collateral. ---------- (a) Within 20 days of the Effective Date, the Borrowers shall assist the Agent in (i) Each IHS Licensee and Relevant IHS Entity acknowledges that, pursuant to the provisions of the Settlement Agreement dated as of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust and HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1" and "HRES2," respectively), Manager, the Proposed Operators and the Licensees (the "Settlement Agreement"), the Proposed Operators (to the extent permitted by applicable law) and Advisors own all accounts receivable to the extent arising from services provided by or at its respective Facility after the Effective Time (the "Post-Effective Time Receivables"). Servicer is hereby authorized and directed to make and effect collections of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Receivables with respect to any Facility that are owed by a Medicaid program or the Medicare program or other federal or state programs (collectively, "Government Receivables") and that are payable under the existing Provider Agreements of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During during the term of this Agreement, Servicer maintaining one or more lockboxes in the name of the Agent (collectively, the "Lockboxes") with --------- financial institutions selected by the Borrowers and acceptable to the Agent in its sole discretion (each being referred to as a "Lockbox Bank"), and (ii) ------------ establishing, and during the term of this Agreement, maintaining accounts (each a "Collection Account" and, collectively, the "Collection Accounts") in the name ------------------ ------------------- of the Agent with each Lockbox Bank. The Borrowers shall keep accurate and complete books and records of all receipts irrevocably instruct each Account Debtor located within the United States (or with an applicable office located within the United States), with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Accounts Receivable whether to of the Licensee Account, Borrowers arising after the Proposed Operator Account or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 date 20 days after the Effective Time from an account debtor that is not identifiableDate, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall to remit all payments to be deemed to have been collected in respect of an account receivable that was due made by checks or other drafts to the Servicer Lockboxes and to remit all payments to be made by wire transfer or an IHS Licensee by Automated Clearing House, Inc. payments as directed by the Agent and shall instruct each Lockbox Bank to deposit all amounts received in respect of services provided prior its Lockbox to the Effective Time (and Collection Account at such Lockbox Bank on the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar monthreceived or, if such party has received a payment during such calendar month that day is not identifiablea Business Day, using reasonable best effortson the next succeeding Business Day. Until the Agent has advised the Borrowers to the contrary after the occurrence and during the continuance of an Event of Default, the Borrowers may and will enforce, collect and receive all amounts owing on the Accounts Receivable of the Borrowers for the Agent's benefit and on the Agent's behalf, but at the Borrowers' expense; such privilege shall terminate, at the election of the Agent, upon the occurrence and during the continuance of any Event of Default. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by the Borrowers from any Account Debtor, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount proceeds from Accounts Receivable of the payment and Borrowers, or as proceeds of any other Collateral, shall be held by the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount Borrowers in trust for the benefit Agent and the Lenders and upon receipt be deposited by the Borrowers in original form and no later than the next Business Day after receipt thereof into a Collection Account. The Borrowers shall not commingle such collections with the Borrowers' own funds or the funds of any Subsidiaries or Affiliates of the Borrowers or with the proceeds of any assets not included in the Collateral. All funds received in the Collection Account shall be sent by wire transfer or Automated Clearing House, Inc. payment to the Payment Office to be credited to the Agent's Account for application at the end of each Business Day to reduce the then principal balance of the Revolving Loans, conditional upon final payment to the Agent. No checks, drafts or other instrument received by the Agent shall constitute final payment to the Agent unless and until such instruments have actually been collected. (b) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing Event of Default, in the ordinary course of business of the Borrowers. (c) The Borrowers hereby appoint the Agent or its designee on behalf of the Agent as the Borrowers' attorney-in-fact with power exercisable during the continuance of any Event of Default to endorse the Borrowers' names upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign the Borrowers' names on any invoice or xxxx of lading relating to any of the Accounts Receivables, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrowers to such address as the Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute the Agent as agent of the Borrowers for any purpose whatsoever, and the Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agent constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agent constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by the Borrowers of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrowers' account and to charge the Borrowers therefor. The Borrowers shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such Relevant IHS Entitynotice, the Agent shall have the right to retain the full proceeds of such Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agent and the Lenders herein provided, and the obligations of the Borrowers set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, other rights, remedies or obligations set forth in any other Loan Documents or as provided by law.

Collection of Accounts Receivable. Unless otherwise provided herein, Borrowers may collect at their own expense the Accounts Receivable in the ordinary course of business; provided, however, that Borrowers' authorization to collect the Accounts Receivable is subject to the following: (A) The Lender, may, in its sole and reasonable discretion, notify any or all of the Account Debtors at any time (i) Each IHS Licensee and Relevant IHS Entity acknowledges thatwhether before or after the occurrence of an Event of Default, pursuant that the Accounts Receivable have been assigned to the provisions Lender; and/or (ii) following the occurrence of an Event of Default, that all further payments on the Settlement Agreement dated as Accounts Receivable should be paid solely to the Lender. When requested by the Lender after the occurrence of April __an Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission. Event of Default, 2000 amongBorrowers at their expense will notify or cause to be notified any or all Account Debtors to pay directly to the Lender any sum or sums then due or to become due on the Accounts Receivable or any part thereof and all bills and statements thereafter sent by Borrowers to such Account Debtors shall state that the same have been assigned to the Lender and are payable solely to the Lender. (B) The Lender, inter aliaat any time whether before or after the occurrence of an Event of Default, Integrated Health Servicesmay in its sole and reasonable discretion, Inc.require any Borrower to establish and maintain "lock box" accounts (individually, SNH, SPTIHS Properties Trust, HRES1 Properties Trust and HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1Lock Box Account" and "HRES2," respectively), Managercollectively, the Proposed Operators and the Licensees (the "Settlement AgreementLock Box Accounts"), and, Borrowers, at their expense, will notify or cause to be notified all Account Debtors to pay directly any sum or sums then due or to become due on the Proposed Operators (Accounts Receivable to such Lock Box Accounts. So long as no Event of Default has occurred, the Lock Box Accounts shall be subject to the extent permitted by applicable law) and Advisors own all accounts receivable control of Borrowers. Following the occurrence of any Event of Default, the Lock Box Accounts shall be subject to the extent arising from services provided control of Lender. In the event Lender requires Lock Box Accounts to be established pursuant to this Section, Borrowers shall establish the Lock Box Accounts with such Collecting Banks reasonably acceptable to Lender to which all Account Debtors shall directly remit all payments on Accounts Receivable and in which each Borrower will immediately deposit, in kind, all cash and other payments made for Inventory and all other proceeds of Collateral. The Collecting Banks shall acknowledge and agree, in a manner reasonably satisfactory to Lender, that: all payments made to Lock Box Accounts are the sole and exclusive property of Lender; they have no right to setoff against Lock Box Accounts; and they will transfer (i) by wire transfer of immediately available funds (ii) by acceptance of an ACH Debit or at its respective Facility after the Effective Time (iii) by any other method, immediately available funds in a manner satisfactory to Lender, funds deposited into Lock Box Accounts (collectively, the "Post-Effective Time ReceivablesCollection Accounts")) to Lender on a daily basis in such bank and account as Lender shall designate or, in the case of an ACH Debit, as presented for acceptance. Servicer All payments made to the Collection Accounts or otherwise received by the Collecting Banks or Lender, whether on the Accounts Receivable or as proceeds of other Collateral or otherwise, shall following the occurrence of any Event of Default be under the sole dominion and control of Lender and will be applied on account of Liabilities as provided herein. Following the establishment of any Lock Box Accounts pursuant to this Section, Borrowers and their Affiliates shall receive, as trustee for Lender, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts Receivable or other Collateral which come into the possession or under the control of any Borrower or their Affiliates and immediately remit, or cause to be remitted, the same in kind to Lender at Lender's office set forth above. Borrowers shall pay Lender any and all reasonable fees, costs and expense which Lender incurs in connection with Collection Accounts and with collecting any check or item of payment received and/or delivered to any Collecting Bank or Lender on account of Liabilities to Lender. Borrowers shall reimburse Lender for (i) any loss, cost or damages resulting from claims asserted by the Collecting Banks in connection with Collection Accounts or any returned or uncollected checks or other items received by the Collecting Banks and (ii) any amount paid to any Collecting Bank arising out of Lender's indemnification of such Collecting Banks relating to a Collection Account. (C) In the event an Account Debtor is hereby authorized notified under Subsections 3.3(A) or 3.3(B) of this Agreement or one or more Events of Default have occurred under the terms of this Agreement, the Lender shall have and directed succeed to make all rights, remedies, securities and effect collections liens of all Post-Effective Time Receivables. With each Borrower in respect to all such Post-Effective Time Receivables Accounts Receivable or other Collateral, including, but not limited to, the right of stoppage in transit of any merchandise, guarantees or other contracts or suretyship with respect to any Facility that are owed by a Medicaid program such merchandise, warranties, unpaid seller's liens, statutory liens, artisans' liens, or the Medicare program right to other collateral security held by or other federal or state programs (collectively, "Government Receivables") and that are payable under to which such Borrower is entitled for the existing Provider Agreements payment of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purposemerchandise, and shall hold any and all such proceeds have the right to enforce the same in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete books and records of all receipts with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to the Licensee Account, the Proposed Operator Account its name or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make direct the enforcement thereof by such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount of the payment and the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust Borrower for the benefit of the Lender, and such Relevant IHS EntityBorrower shall, at the reasonable request of the Lender, deliver to the Lender a separate written assignment of any of the same. The Lender, however, shall not incur any obligation or liability of any Borrower to any Account Debtor, including, but not limited to, obligations or liabilities pursuant to any contract, agreement, warranty, guarantee, judicial decree or jury award. The Lender, in such an event, is also hereby irrevocably authorized to receive, open and dispose of all mail addressed to each Borrower, to notify the Post Office authorities to change the address for delivery of such Borrower's mail to an address designated by the Lender, to endorse such Borrower's name on all notes, checks, drafts, bills of exchange, money orders, commercial paper of any kind whatsoever, and any other instruments or documents Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission. received howsoever in payment of the Accounts Receivable, or any part thereof, and the Lender or any officer or employee thereof is hereby irrevocably constituted and appointed agent and attorney-in-fact for such Borrower for the foregoing purpose. (D) Borrower in the aggregate shall not collect, compromise or accept any sum in full payment or satisfaction of any of the Accounts Receivable totaling more than $50,000.00 in the aggregate for materially less than the amount due without the express written consent of the Lender, except in the ordinary course of business. The consent of Lender required in this clause shall not be unreasonably withheld or delayed. (E) The Lender may directly request any Account Debtor for a written confirmation of the Accounts Receivable at any reasonable time whether before or after the occurrence of an Event of Default. (F) All collections of Accounts Receivable through the Lock Box Accounts shall be credited against the Line of Credit on such Business Day as the date of receipt by Lender of immediately available funds of such collections.

Collection of Accounts Receivable. (ia) Each IHS Licensee Baxter and Relevant IHS Entity acknowledges that, pursuant its --------------------------------- Subsidiaries shall be entitled to control all collection actions related to the provisions Retained Assets, including the determination of the Settlement Agreement dated as of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust what actions are necessary or appropriate and HRES2 Properties Trust, each a Maryland real estate investment trust when and how to take any such action. ("SPTIHS," "HRES1" and "HRES2," respectivelyb) Subject to Section 9.7(d), Manager, the Proposed Operators Edwards and the Licensees (the "Settlement Agreement"), the Proposed Operators (its Subsidiaries shall be -------------- entitled to control all collection actions related to the extent permitted by applicable lawTransferred Assets, including the determination of what actions are necessary or appropriate and when and how to take any such action. (c) and Advisors own all accounts receivable to the extent arising from services provided by or at its respective Facility If, after the Effective Time (the "Post-Effective Time Receivables"). Servicer is hereby authorized and directed to make and effect collections Distribution Date, Edwards or any of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Receivables its Subsidiaries shall receive any remittance from any account debtors with respect to any Facility that are owed by a Medicaid program or the Medicare program accounts receivable arising out of the Retained Assets or other federal amounts due Baxter or state programs (collectivelyits Subsidiaries in respect of services rendered or products sold by Baxter or its Subsidiaries after the Distribution Date, "Government Receivables") and that are payable under the existing Provider Agreements or Baxter or any of its Subsidiaries shall receive any Licensee, Servicer shall endorse and deposit into the Licensee bank remittance from any account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables debtors with respect to any Facility the accounts receivable arising out of the Transferred Assets or other than Government Receivables (collectivelyamounts due Edwards or its Subsidiaries in respect of services rendered or products sold by Edwards or its Subsidiaries after the Distribution Date, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse such Party shall receive and deposit into a bank account under such remittance and deliver cash in an amount equal thereto to the name and control other Party as soon as practicable. In the absence of any designation of the Proposed Operator specific invoice being paid by a customer thereby, payments from account debtors shall be applied to the earliest invoice outstanding with respect to indebtedness of such Facility account debtor owing to either Baxter or Edwards. (d) The Parties acknowledge that is designated certain accounts receivable and accounts payable are not capable of being specifically separated between Baxter and its Subsidiaries, on the one hand, and Edwards and its Subsidiaries, on the other hand. Accordingly, the Parties agree that, notwithstanding the foregoing, Baxter shall cause one or more of its Subsidiaries to administer the collection of such accounts receivable and the payment of such accounts payable. Baxter shall pay or cause to be paid to Edwards or its appropriate Subsidiary an allocable portion of the amounts collected with respect to such accounts receivable determined by Baxter in writing accordance with Baxter's past practices. Edwards shall pay or cause to be paid to Baxter or its appropriate Subsidiary an allocable portion of the amounts paid with respect to such accounts payable determined by Baxter in accordance with Baxter's past practices. (e) Each Party shall deliver to the other such schedules and other information with respect to the accounts receivable included in the Transferred Assets and those not included therein as each shall reasonably request from time to time by in order to permit such Parties to reconcile their respective records and to monitor the Proposed Operator collection of all accounts receivable (each a "Proposed Operator Account"whether or not Transferred Assets), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect Party shall afford the other reasonable access to its books and records relating to any Facilityaccounts receivable. (i) Within a reasonable period of time after the Distribution Date, whether as Baxter shall prepare a deposit report of the accounts receivable relating Exclusively to the Edwards Business included in the relevant Licensee Account or otherwiseRetained Assets (the "Accounts Receivable Report" As soon as practicable after the first anniversary -------------------------- of the Distribution Date, Baxter shall notify Edwards in writing (the "Refund ------ Notice") of the aggregate amount paid to and whether received by Baxter in respect of ------ such proceeds are accounts receivable from the Distribution Date through the first anniversary of Government Receivables or Other Receivables, acknowledges that, subject the Distribution Date and the following amount (the "Refund ------ Amount"): (A) the time value of money to paragraph (ii) below, it has no right to use any Baxter of financing such proceeds for any purpose, and shall hold any and all such proceeds in trust for collected ------ accounts receivable from the Proposed Operator Distribution Date through the date of the respective payment of such Facility accounts, plus or Advisorsminus, as the case may be, and shall prior (B) the ---- ----- loss or gain, if any, to the close of business Baxter on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete books and records of all receipts with respect to all billing, collected accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether due to fluctuations in foreign currency exchange rates, calculated by comparing the Licensee Account, Foreign Exchange Rate for the Proposed Operator Account or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination relevant currency as of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits date of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in receipt of payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer Foreign Exchange Rate as of the Distribution Date, plus interest on such loss or an IHS Licensee gain at a rate equal to Baxter's time value of money, plus (C) the aggregate face value in respect U.S. dollars, ---- using, for accounts receivable denominated in a currency other than the U.S. dollar, the Foreign Exchange Rate as of services provided the Distribution Date, of the accounts receivable that had not been paid to and received by Baxter prior to such first anniversary plus (D) the Effective Time (and the Servicer or time value of money to Baxter of financing such IHS Licensee shall be permitted to retain such proceeds, without limitation)---- uncollected accounts receivable. If any amount the Refund Amount is a positive number, within 10 days of the delivery of the Refund Notice, Edwards shall be collected during pay to Baxter the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation)Refund Amount. If any amount shall be collected after the 120th day after the Effective Time from an account debtor that Refund Amount is not identifiablea negative number, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount within 10 days of the payment and delivery of the person or entity that made Refund Notice, Baxter shall pay to Edwards the payment. If and to absolute value of the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust for the benefit of such Relevant IHS EntityRefund Amount.

Collection of Accounts Receivable. (i) Each IHS Licensee and Relevant IHS Entity acknowledges thathereby assigns to --------------------------------- Programmer, pursuant to for the provisions purpose of collection only, the accounts receivable of each of the Settlement Agreement dated Stations owing to Licensee as of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust and HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1" and "HRES2," respectively), Manager, the Proposed Operators and the Licensees (the "Settlement Agreement"), the Proposed Operators (to the extent permitted by applicable law) and Advisors own all accounts receivable to the extent arising from services provided by or at its respective Facility after the Effective Time (the "Post-Effective Time Receivables"). Servicer is hereby authorized and directed to make and effect collections of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Receivables with respect to any Facility that are owed by a Medicaid program or the Medicare program or other federal or state programs (collectively, "Government Receivables") and that are payable under the existing Provider Agreements of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day day before the TBA Commencement Date (such accounts receivable being called "Licensee Receivables"). During the Term of this Agreement, Programmer will endeavor to collect such Licensee Receivables, as agent for Licensee and on which Licensee's behalf, but in accordance with Programmer's normal collection procedures as in effect from time to time (and without being required to resort to litigation or collection proceedings), and Licensee agrees that during such period of time it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account shall refrain from taking any action (whether in connection with collection or otherwise) in respect of the Proposed Operator Licensee Receivables. Programmer shall have the right and authority to endorse, without recourse, with the name of Licensee, any checks received in respect of any Licensee Receivables. Programmer shall not have the right to compromise, settle or adjust the amounts of any Licensee Account of Advisors, as the case may beReceivable without Licensee's prior written consent. As soon as practicable practicable, but in no event later than the 30th day of each calendar month beginning with the end of the first full month after the Effective TimeTBA Commencement Date or the next business day thereafter if the 30th is not a business day, Servicer Programmer will furnish Licensee with an accounting of the Licensee Receivables collected during the preceding calendar month, and, on such day Programmer shall (remit to Licensee the net amount of all Licensee Receivables collected on Licensee's behalf by Programmer during such calendar month after deducting therefrom any applicable agency, sales and other commissions which shall be paid by Programmer as set forth below. Licensee acknowledges and agrees that all accounts receivable of any of the Stations that are earned from and after the TBA Commencement Date are the sole and exclusive property of Programmer. Programmer shall not be obligated to use any extraordinary efforts, retain counsel or a collection agency to collect any Licensee Receivable. To the extent permitted that any amounts are received by law) instruct account debtors Programmer from an obligor on both a Licensee Receivable and any other Station receivable of each Facility to make payment directly into Programmer, such amounts, unless specifically allocated by the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisorsobligor, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete books and records of all receipts with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to the Licensee Account, the Proposed Operator Account or to other checking accounts, which books and records shall be made available allocated to Licensee, Proposed Operator and Manager upon request, and after payment of the oldest of such receivables first. Upon the earlier of (i) termination of this Agreement shall make such books and records available other than due to Licenseeconsummation of the APA, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 or (ii) 120 days after the Effective Time from an account debtor that is Closing Date, Programmer will turn back to Licensee all of the Licensee Receivables of each of the Stations owing to Licensee which have not identifiableyet been collected (including all records and documents of each of the Stations relating to such uncollected accounts), using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% and Programmer will thereafter have no further responsibility with respect to the collection of such amount shall be deemed to have been collected in respect of an account receivable Licensee Receivables, provided, however, that was due any funds received by Programmer subsequent to the Servicer Collection Period on account of any Licensee Receivables paid or an IHS Licensee in respect payable to any of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted remitted to retain Licensee within five (5) business days after the receipt of such proceedsfunds. Within twenty (20) business days after Programmer turns back the Licensee Receivables pursuant to this Section, without limitation)Programmer will furnish Licensee with a final and up-to-date accounting of the Licensee Receivables. If any amount shall be collected during Licensee acknowledges and agrees that Programmer is acting as collection agent hereunder for the period from the 61st benefit of Licensee (but subject to the 120th day after limitations set forth herein) and that Programmer has accepted such responsibility for the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment accommodation of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee. Licensee shall be permitted to retain such proceeds without limitation)remain responsible for all agencies, sales and the other 50% commissions and related payroll and other taxes and withholdings associated with or arising out of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount of the payment and the person or entity that made the payment. If Licensee Receivables and to the extent that Manager or any Proposed Operator or any the same have not been paid by Licensee, during the period Programmer is collecting the Licensee Receivables, Programmer shall deduct the amount of their respective affiliates shall collect any account receivable owned (or deemed such commissions and taxes from the amount to be owned) by any Relevant IHS Entity, such person or entity shall immediately remitted to Licensee and pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount amounts in trust for the benefit of such Relevant IHS Entityaccordance with Licensee's past customary practice.

Collection of Accounts Receivable. (i) Each IHS Licensee and Relevant IHS Entity acknowledges thatThe Purchaser shall promptly forward any monies, pursuant checks or instruments received by the Purchaser after the Closing Date with respect to the provisions Accounts Receivable to Wachovia Bank Reptron Distribution X.X. Xxx Xxxxxx 000000 xx Xxxxxxx, Xxxxxxx 00000-0000. If a remittance advice received by Purchaser from any such account debtor shall fail to identify the invoice number (s) for which payment is being made, Purchaser shall contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of an Account Receivable, Purchaser shall promptly forward the remittance as directed in the previous sentence. If the remittance advice for a payment received by the Purchaser identifies payment of a combination of an Account Receivable on the one hand, and an amount in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser on the other, Purchaser shall deposit said remittance with its bank and promptly issue a check payable to Seller in an amount equal to that portion of the Settlement Agreement dated remittance attributable to Accounts Receivable and forward the same to the Reptron Distribution P.O. Box Number noted above along with a summary of the invoices paid attributable to Accounts Receivable. Except for the foregoing, Purchaser shall have no obligations with respect to the Accounts Receivable. The Seller shall forward promptly to the Purchaser any monies, checks or instruments received by the Seller after the Closing with respect to the Business but not in respect of the Accounts Receivable. If a remittance advice received by Seller shall fail to identify the invoice number (s) for which payment is being made, Seller shall contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of April __funds with respect to the Business but not in respect of the Accounts Receivable, 2000 amongSeller shall promptly forward the remittance to Purchaser. If the remittance advice for a payment received by the Seller identifies payment of a combination of an Account Receivable on the one hand, inter aliaand an amount in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser on the other, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust Seller shall deposit said remittance with its bank and HRES2 Properties Trust, each promptly issue a Maryland real estate investment trust ("SPTIHS," "HRES1" check payable to Purchaser in an amount equal to that portion of the remittance attributable to amounts in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser and "HRES2," respectively), Managerforward the same to the Purchaser along with a summary of the invoices paid attributable to the Business or an invoice of the Purchaser. From and after the Closing, the Proposed Operators Seller shall refer all customer inquiries relating to the Business and the Licensees (the "Settlement Agreement"), the Proposed Operators (Acquired Assets to the extent permitted by applicable lawPurchaser. (ii) and Advisors own all accounts receivable Seller shall not retain a collection agency or an attorney or take other similar outside collection action to collect any Accounts Receivables if the Purchaser sell goods or provides services to the extent arising from services provided by or at its respective Facility applicable account debtor after the Effective Time Closing Date unless (A) such Accounts Receivables is unpaid at least 60 days past the "Post-Effective Time Receivables"). Servicer is hereby authorized Closing Date, and directed (B) Seller shall have offered to make sell such Accounts Receivables to Purchaser at not more than face value and effect collections Purchaser shall not have elected to purchase same within ten (10) days of all Post-Effective Time Receivablessuch offer. With respect to all such Post-Effective Time any Accounts Receivables with respect which Purchaser elects to any Facility that are owed by a Medicaid program or the Medicare program or other federal or state programs (collectivelypurchase, "Government Receivables") and that are payable under the existing Provider Agreements of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete books and records of all receipts with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to the Licensee Account, the Proposed Operator Account or to other checking accounts, which books and records therefor shall be made available to Licensee, Proposed Operator Seller in cash concurrently with Seller's assignment of the same to Purchaser and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount same shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment assigned free and clear of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount of the payment and the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust for the benefit of such Relevant IHS Entityall Encumbrances.

Collection of Accounts Receivable. (i) Each IHS Licensee and Relevant IHS Entity acknowledges thatThe Purchaser shall promptly forward any monies, pursuant checks or instruments received by the Purchaser after the Closing Date with respect to the provisions Accounts Receivable to Wachovia Bank Reptron Distribution P.O. Box Number 932761 at Atxxxxx, Xxxxxxx 00000-0000. Xx x xxxxxxxxxx xxxxxx xxxeived by Purchaser from any such account debtor shall fail to identify the invoice number (s) for which payment is being made, Purchaser shall contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of an Account Receivable, Purchaser shall promptly forward the remittance as directed in the previous sentence. If the remittance advice for a payment received by the Purchaser identifies payment of a combination of an Account Receivable on the one hand, and an amount in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser on the other, Purchaser shall deposit said remittance with its bank and promptly issue a check payable to Seller in an amount equal to that portion of the Settlement Agreement dated remittance attributable to Accounts Receivable and forward the same to the Reptron Distribution P.O. Box Number noted above along with a summary of the invoices paid attributable to Accounts Receivable. Except for the foregoing, Purchaser shall have no obligations with respect to the Accounts Receivable. The Seller shall forward promptly to the Purchaser any monies, checks or instruments received by the Seller after the Closing with respect to the Business but not in respect of the Accounts Receivable. If a remittance advice received by Seller shall fail to identify the invoice number (s) for which payment is being made, Seller shall contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of April __funds with respect to the Business but not in respect of the Accounts Receivable, 2000 amongSeller shall promptly forward the remittance to Purchaser. If the remittance advice for a payment received by the Seller identifies payment of a combination of an Account Receivable on the one hand, inter aliaand an amount in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser on the other, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust Seller shall deposit said remittance with its bank and HRES2 Properties Trust, each promptly issue a Maryland real estate investment trust ("SPTIHS," "HRES1" check payable to Purchaser in an amount equal to that portion of the remittance attributable to amounts in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser and "HRES2," respectively), Managerforward the same to the Purchaser along with a summary of the invoices paid attributable to the Business or an invoice of the Purchaser. From and after the Closing, the Proposed Operators Seller shall refer all customer inquiries relating to the Business and the Licensees (the "Settlement Agreement"), the Proposed Operators (Acquired Assets to the extent permitted by applicable lawPurchaser. (ii) and Advisors own all accounts receivable Seller shall not retain a collection agency or an attorney or take other similar outside collection action to collect any Accounts Receivables if the Purchaser sell goods or provides services to the extent arising from services provided by or at its respective Facility applicable account debtor after the Effective Time Closing Date unless (A) such Accounts Receivables is unpaid at least 60 days past the "Post-Effective Time Receivables"). Servicer is hereby authorized Closing Date, and directed (B) Seller shall have offered to make sell such Accounts Receivables to Purchaser at not more than face value and effect collections Purchaser shall not have elected to purchase same within ten (10) days of all Post-Effective Time Receivablessuch offer. With respect to all such Post-Effective Time any Accounts Receivables with respect which Purchaser elects to any Facility that are owed by a Medicaid program or the Medicare program or other federal or state programs (collectivelypurchase, "Government Receivables") and that are payable under the existing Provider Agreements of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete books and records of all receipts with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to the Licensee Account, the Proposed Operator Account or to other checking accounts, which books and records therefor shall be made available to Licensee, Proposed Operator Seller in cash concurrently with Seller's assignment of the same to Purchaser and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount same shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment assigned free and clear of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount of the payment and the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust for the benefit of such Relevant IHS Entityall Encumbrances.

Collection of Accounts Receivable. (a) Lucent acknowledges on behalf of itself and each other member of the Lucent Group that it is aware that the Retained Receivables are Excluded Assets and that certain Persons that are account debtors with respect to accounts receivables included in the Lucent Assets (or that in the future may otherwise become payable to a member of the Lucent Group) are also account debtors with respect to the Retained Receivables. Lucent agrees that from and after the date hereof and prior to December 31, 1997, unless otherwise specifically directed by AT&T, Lucent, as agent for AT&T, will take all commercially reasonable steps consistent with the Lucent Business's current practices to service and collect the Retained Receivables. AT&T and Lucent will cooperate to establish as promptly as practicable mutually acceptable operational procedures. In addition, Lucent will use all reasonable best efforts to satisfy any conditions to the payment of any Retained Receivables and to fulfill all obligations to the applicable account debtors related to such Retained Receivables; provided, however that if, in order to collect any Retained Receivables, Lucent is required to engage a collection agency or to institute legal proceedings or any other Action it shall be entitled to be reimbursed for its reasonable out-of-pocket costs and expenses incurred in connection therewith. After December 31, 1997, the parties will negotiate in good faith with respect to the final disposition of any then outstanding Retained Receivables. (b) Any payment made by an account debtor to Lucent or any member of the Lucent Group with respect to an account receivable shall be applied to the Retained Receivables (and paid over to AT&T in accordance with this Section 7.2) before they are applied to any other account receivable whenever arising for such account debtor (regardless of the respective dates of such accounts receivable or of any specific notation to the contrary by the applicable account debtor), unless the applicable account debtor specifies that such payment shall be applied to another account payable of such account debtor that (i) Each IHS Licensee arose from an order placed after the date of this Agreement and Relevant IHS Entity acknowledges that, pursuant (ii) is both due and paid prior to the provisions first due date of any Retained Receivable or any other account receivable of such account debtor. (c) Each of AT&T and Lucent shall deliver to the Settlement Agreement dated as of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust other such schedules and HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1" and "HRES2," respectively), Manager, other information with respect to the Proposed Operators Retained Receivables and the Licensees (accounts receivables included in the "Settlement Agreement"), Lucent Assets as each shall reasonably request from time to time in order to permit such parties to reconcile their respective records and to monitor the Proposed Operators (to the extent permitted by applicable law) and Advisors own collection of all accounts receivable to the extent arising from services provided by (whether Lucent Assets or at its respective Facility after the Effective Time (the "Post-Effective Time Retained Receivables"). Servicer is hereby authorized Each of Lucent and directed AT&T shall afford the other reasonable access to make its books and effect collections records relating to any accounts receivable. Without limiting the foregoing, Lucent shall at all times maintain the ability to provide to AT&T promptly upon request a true and complete schedule of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Retained Receivables with respect to any Facility that are owed by a Medicaid program or the Medicare program or other federal or state programs (collectively, "Government Receivables") due and that are payable under the existing Provider Agreements of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control owing as of the Licensee for end of the prior month. (d) By the 15th day of each month (or if such Facility day is not a business day, by the next business day), Lucent hereby irrevocably agrees to pay over, or cause to be paid over, in immediately available funds to AT&T, at no cost or charge to AT&T or any of its Affiliates (a "Licensee Account"other than any member of the Lucent Group), any and all moniesamounts which were received (or deemed received in accordance with Section 7.2(b)) during the immediately preceding month by any member of the Lucent Group in respect of the Retained Receivables. Any such amounts not paid over to AT&T by the date specified in the first sentence of this Section 7.2(d) shall bear interest at the Prime Rate plus 2% per annum. (e) Nothing in this Agreement or any Ancillary Agreement shall be construed to grant to any member of the Lucent Group any right, checkstitle or interest in any Retained Receivable and no member of the Lucent Group shall have any right or power to, drafts and no member of the Lucent Group shall, grant or suffer to exist any right of set off, lien or any other Security Interest in any Retained Receivables or proceeds thereof. Lucent will not, and it will not permit any member of the Lucent Group to, extend or otherwise change the amount or other instruments or items received as terms of payment for of any Retained Receivable, unless Lucent shall have paid to AT&T an amount equal to the full amount of such Government ReceivablesRetained Receivable. With respect to all Post-Effective Time Receivables with respect to Lucent hereby irrevocably and unconditionally agrees that it shall not assert (and it shall not permit any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control member of the Proposed Operator Lucent Group to assert) any offsets, claims, counterclaims or defenses in respect of the Retained Receivables or its obligations to pay over any such Facility that is designated in writing from time Retained Receivables to time by AT&T hereunder (whether existing on the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts date hereof or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, arising hereafter and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior not relating to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted transactions contemplated by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer any Ancillary Agreement or otherwise). (f) AT&T shall keep accurate retain the right to collect or seek to collect in such manner as it may in its sole discretion determine all or any portion of the Retained Receivables. (g) Lucent hereby represents and complete books warrants to AT&T that each Retained Receivable constitutes a legal, valid and records binding obligation of all receipts the applicable account debtor enforceable against such account debtor in accordance with respect to all billingits respective terms, accounts receivableexcept as the enforceability thereof may be limited by bankruptcy, all deposits insolvency, moratorium and other transactions similar laws affecting the enforcement of creditors' rights generally, and is not subject to any PostSecurity Interest or any other lien, claim, defense or right of set-Effective Time off. (h) On or prior to February 15, 1996, Lucent shall deliver to AT&T a true and correct list of each of the Retained Receivables in such form as AT&T shall reasonably request. Such list shall specify the face amount of each Retained Receivable whether to and a summary of the Licensee Accounttotal Retained Receivables, including the allocations thereof among the Lucent business units, the Proposed Operator Account or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (credit loss reserve thereon and such Proposed Operator other information as AT&T shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount of the payment and the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust for the benefit of such Relevant IHS Entityreasonably request.

Collection of Accounts Receivable. (ia) Each IHS Licensee Baxter and Relevant IHS Entity acknowledges that, pursuant its Subsidiaries --------------------------------- shall be entitled to control all collection actions related to the provisions Retained Assets, including the determination of the Settlement Agreement dated as of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust what actions are necessary or appropriate and HRES2 Properties Trust, each a Maryland real estate investment trust when and how to take any such action. ("SPTIHS," "HRES1" and "HRES2," respectivelyb) Subject to Section 9.6(d), Manager, the Proposed Operators Xxxxxxx and the Licensees (the "Settlement Agreement"), the Proposed Operators (its Subsidiaries shall be entitled to control all collection actions related to the extent permitted by applicable lawTransferred Assets, including the determination of what actions are necessary or appropriate and when and how to take any such action. (c) and Advisors own all accounts receivable to the extent arising from services provided by or at its respective Facility If, after the Effective Time (the "Post-Effective Time Receivables"). Servicer is hereby authorized and directed to make and effect collections Distribution Date, Xxxxxxx or any of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Receivables its Subsidiaries shall receive any remittance from any account debtors with respect to any Facility that are owed by a Medicaid program or the Medicare program accounts receivable arising out of the Retained Assets or other federal amounts due Baxter or state programs (collectivelyits Subsidiaries in respect of services rendered or products sold by Baxter or its Subsidiaries after the Distribution Date, "Government Receivables") and that are payable under the existing Provider Agreements or Baxter or any of its Subsidiaries shall receive any Licensee, Servicer shall endorse and deposit into the Licensee bank remittance from any account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables debtors with respect to any Facility the accounts receivable arising out of the Transferred Assets or other than Government Receivables (collectivelyamounts due Xxxxxxx or its Subsidiaries in respect of services rendered or products sold by Xxxxxxx or its Subsidiaries after the Distribution Date, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse such Party shall receive and deposit into a bank account under such remittance and deliver cash in an amount equal thereto to the name and control other Party as soon as practicable. In the absence of any designation of the Proposed Operator specific invoice being paid by a customer thereby, payments from account debtors shall be applied to the earliest invoice outstanding with respect to indebtedness of such Facility account debtor owing to either Baxter or Xxxxxxx. (d) The Parties acknowledge that is designated certain accounts receivable and accounts payable are not capable of being specifically separated between Baxter and its Subsidiaries, on the one hand, and Xxxxxxx and its Subsidiaries, on the other hand. Accordingly, the Parties agree that, notwithstanding the foregoing, Baxter shall cause one or more of its Subsidiaries to administer the collection of such accounts receivable and the payment of such accounts payable. Baxter shall pay or cause to be paid to Xxxxxxx or its appropriate Subsidiary an allocable portion of the amounts collected with respect to such accounts receivable determined by Baxter in writing accordance with Xxxxxx'x past practices. Xxxxxxx shall pay or cause to be paid to Baxter or its appropriate Subsidiary an allocable portion of the amounts paid with respect to such accounts payable determined by Baxter in accordance with Xxxxxx'x past practices. (e) Each Party shall deliver to the other such schedules and other information with respect to the accounts receivable included in the Transferred Assets and those not included therein as each shall reasonably request from time to time by in order to permit such Parties to reconcile their respective records and to monitor the Proposed Operator collection of all accounts receivable (each a "Proposed Operator Account"whether or not Transferred Assets), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect Party shall afford the other reasonable access to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete its books and records of all receipts with respect relating to all billing, any accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to the Licensee Account, the Proposed Operator Account or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount of the payment and the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust for the benefit of such Relevant IHS Entity.

Collection of Accounts Receivable. (ia) Each IHS Licensee For a period commencing on the Closing Date and Relevant IHS Entity acknowledges that, pursuant to ending on the provisions last day of the Settlement Agreement dated fourth (4th) full calendar month following the Closing Date (such period is referred to as of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust and HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1" and "HRES2," respectively), Manager, the Proposed Operators and the Licensees (the "Settlement AgreementCollection Period"), Entravision will have the Proposed Operators (right and the obligation to the extent permitted by applicable law) and Advisors own all accounts receivable to the extent arising from services provided by or at its respective Facility after the Effective Time (the "Post-Effective Time Receivables"). Servicer is hereby authorized and directed to make and effect collections of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Receivables with respect to any Facility that are owed by a Medicaid program or the Medicare program or other federal or state programs (collectively, "Government Receivables") and that are payable under the existing Provider Agreements of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account collect for the account of Sunburst the Proposed Operator Accounts Receivable. Within three (3) business days following the Closing Date, Sunburst will furnish Entravision with a complete Accounts Receivable list current as of the Closing Date, detailing customer name, amount owed, aging and invoice numbers. (b) All receipts on the collection of an Account Receivable from a particular account debtor shall be applied first to the oldest outstanding invoice, unless the payment is made with reference to a specific invoice, in which case the payment shall be allocated to the specific invoice. Any monies or the Licensee Account of Advisors, as the case may be. As soon as practicable payments received by Entravision which are in payment for commercial air time or for other services or business provided by Entravision on or after the Effective TimeClosing Date shall belong to Entravision and Entravision shall not be obligated to remit any of such sums to Sunburst. Entravision will not, Servicer without the written consent of Sunburst, compromise or settle for less than full value any of the Accounts Receivable. (c) If any account debtor shall (dispute its obligation to the extent permitted Sunburst, if any account debtor shall pay any invoice of Entravision's before having paid in full all outstanding invoices due to Sunburst or if any Account Receivable shall be deemed uncollectible by law) instruct account debtors Entravision, then Entravision shall notify Sunburst of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility same and the Licensee Account of Advisorsrights to collect such disputed, as the case may be. During the term of this Agreement, Servicer shall keep accurate unpaid or deemed uncollectible account will thereupon revert to Sunburst and complete books and records of all receipts Entravision will thereafter have no further responsibility with respect to the collection thereof. (d) On the tenth (10th) day of each month immediately following each calendar month end during the Collection Period, Entravision will provide Sunburst with a list of all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Accounts Receivable whether to the Licensee Account, the Proposed Operator Account or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from preceding calendar month and Entravision will at that time also remit to Sunburst all sums collected by Entravision in connection with the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Accounts Receivable (and not theretofore remitted to Sunburst) during such Proposed Operator shall preceding month, without offset or deduction. (e) The obligation of Entravision hereunder will be permitted to retain such proceeds without limitation)use reasonable efforts to collect the Accounts Receivable in the Ordinary Course of Business and does not extend to the institution of litigation, employment of counsel or other collection agency, or any other extraordinary means of collection, including the sending of demand letters. If any amount shall requested by Entravision, Sunburst will provide Entravision with a power of attorney which will be collected after sufficient for the 120th day after purposes of evidencing to the Effective Time from an various account debtor that is not identifiable, using reasonable best efforts, as being in payment debtors the exclusive authority of a Post-Effective Time Entravision to collect the Accounts Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable . (and f) At the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount conclusion of the payment Collection Period, the collection rights to all of the remaining uncollected Accounts Receivable shall automatically revert to Sunburst, and the person or entity that made the payment. If and Entravision will thereafter have no further responsibility with respect to the extent that Manager or any Proposed Operator or any collection of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust for the benefit of such Relevant IHS EntityAccounts Receivable.

Collection of Accounts Receivable. (i) Each IHS Licensee and Relevant IHS Entity acknowledges that, pursuant to During the provisions of the Settlement Agreement dated applicable post-Closing time periods for collectability for accounts receivable as of April __, 2000 among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust and HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1" and "HRES2," respectively), Manager, the Proposed Operators and the Licensees described in Section 3.14 (the "Settlement Agreement"“Applicable Collection Period”), the Proposed Operators (Parent shall cause the Company Entities to use commercially reasonable efforts to diligently collect the extent permitted by applicable law) and Advisors own all Company Entities’ accounts receivable included on the books and records of a Company Entity and to the extent arising from services provided by or at its respective Facility after the Effective Time (the "Post-Effective Time Receivables"). Servicer is hereby authorized enforce and directed to make and effect collections of all Post-Effective Time Receivables. With respect to all such Post-Effective Time Receivables timely claims with respect to any Facility that are owed by surety bond rights of a Medicaid program or the Medicare program or other federal or state programs (collectively, "Government Receivables") and that are payable under the Company Entity existing Provider Agreements of any Licensee, Servicer shall endorse and deposit into the Licensee bank account for such Facility under the name and control as of the Licensee Closing Date including, without limitation, offering continued employment to the Company’s current employee collections agent. To the extent that the Parent has complied with the prior sentence, following the Applicable Collection Period for each such Facility (receivable, the Parent and/or the Company Entities shall be entitled to make a "Licensee Account"), any and all monies, checks, drafts or other instruments or items received as payment claim for such Government Receivables. With respect indemnification pursuant to all Post-Effective Time Receivables Article VIII with respect to any Facility other than Government Receivables (collectivelyuncollected accounts receivable and, "Other Receivables")to the extent that the Company Entities is fully compensated pursuant to such claim for indemnification for any Losses with respect to such accounts receivable, Servicer shallParent will cause the applicable Company Entity to assign the uncollected accounts receivable, subject and either assign or grant by power of attorney any bond rights related to paragraph (ii) belowsuch uncollected accounts receivable, endorse and deposit into a bank account under to the name and control Stockholder Representative for the benefit of the Proposed Operator Stockholders and the In-Money Optionholders, except that the Parent may, at its sole option, elect to cause a Company Entity retain any one or more or all of such Facility that is designated in writing accounts receivable and any such retained accounts receivable shall be treated as thereby collected. The Stockholder Representative, the Stockholders and In-Money Optionholders shall refrain from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables collection activities with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether receivable until such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior receivable is assigned to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may beStockholder Representative in accordance with this Section. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term For all purposes of this Agreement, Servicer all amounts collected against accounts receivable shall keep accurate and complete be applied against the specific invoice of an account debtor as specified by such account debtor. If the account debtor fails to specify the specific invoice against which to apply any amount collected, such amount collected shall be applied to the oldest outstanding invoice of such account debtor (unless the account debtor has previously notified a Company entity of a dispute with respect to such oldest outstanding invoice). To the extent that a Company Entity collects: (a) an amount that does not apply to an invoice (or portion of an invoice) representing an account receivable included on the books and records of all receipts a Company Entity as of the Closing Date; or (b) an amount with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to a particular account receivable in excess of the Licensee Account, amount included on the Proposed Operator Account or to other checking accounts, which books and records of a Company Entity as of the Closing Date, such collected amounts shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to for the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), and the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the Proposed Operator shall be permitted to retain such proceeds, without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the last Business Day of each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the amount sole benefit of the payment and Company Entity making the person or entity that made the payment. If and to the extent that Manager or any Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to be owned) by any Relevant IHS Entity, such person or entity shall immediately pay such amount to such Relevant IHS Entity, and until such payment is so made, Manager shall hold such amount in trust for the benefit of such Relevant IHS Entitycollection.