Common use of Collections and Lock-Boxes Clause in Contracts

Collections and Lock-Boxes. (a) The Borrower and the Collection Agent will instruct all Obligors to cause all Collections to be either (i) remitted to a Lock-Box to be retrieved therefrom by the applicable Collection Account Bank for prompt deposit to the applicable Collection Account or (ii) remitted directly to a Collection Account. If the Borrower, the Transferor, the Collection Agent or any Originator receives any Collections, the Borrower or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, and the Collection Agent, the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion or reasonably requested by the Administrative Agent to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative Agent’s request) take such actions as the Administrative Agent may reasonably request, then the Administrative Agent, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative Agent, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the Collection Agent shall instruct each Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08; provided, however, that the Administrative Agent may, at any time following a Trigger Event and shall, at the direction of any Managing Agent, revoke the Collection Agent’s authority with respect to each Concentration Account, direct each Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower and to thereafter take direction solely from the Administrative Agent in each case by delivery of a notice substantially in the form attached to the Control Agreement for such purpose. Neither the Borrower nor the Collection Agent will (i) add or terminate any bank as a Collection Account Bank or a Concentration Account Bank, (ii) close any Lock-Box, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Administrative Agent and each Managing Agent. The Borrower and the Collection Agent each hereby agrees to take, or cause to be taken, any and all actions reasonably requested by the Administrative Agent to protect and perfect the interest of the Administrative Agent, for the benefit of the Secured Parties, in the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Accounts.

Collections and Lock-Boxes. (a) The Borrower Transferor and the Collection Agent will instruct all Obligors to cause all Collections to be either (i) remitted to a Lock-Box to be retrieved therefrom by the applicable Collection Account Bank for prompt deposit to the applicable Collection Account or (ii) remitted directly to a Collection Account. If the Borrower, the Transferor, the Collection Agent or any Originator the Transferor receives any Collections, the Borrower Transferor or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, thereof and the Collection Agent, Agent or the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, will take all such actions as are reasonably necessary in the Collection Agent’s Agent or the BorrowerTransferor’s discretion or as reasonably requested by the Administrative Agent Company to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower Transferor or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative AgentCompany’s request) take such actions as the Administrative Agent Company may reasonably request, then the Administrative AgentCompany, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative AgentCompany, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the Collection Agent shall instruct each the Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08the Loan Agreement; provided, however, that the Administrative Agent Company may, at any time following a Trigger Event and shall, at the direction of any Managing the Administrative Agent, as its assignee, revoke the Collection Agent’s authority with respect to each the Concentration Account, direct each the Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower Company and to thereafter take direction solely from the Administrative Agent Agent, in each case by delivery of a notice substantially in the form attached to the such Control Agreement for such purpose. Neither None of the Borrower nor Transferor, the Company or the Collection Agent will (i) add or terminate any bank as a Collection Account Bank or a the Concentration Account Bank, (ii) close any Lock-Box, any Collection Account or any the Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a the Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Company and the Administrative Agent and each Managing Agent; provided, if any of the provisions under clauses (i) through (iv) above have been violated with respect to any Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or consent of the Transferor or the Collection Agent, the Transferor or the Collection Agent shall have the opportunity to cure the violation of this clause (b) within 15 days of obtaining knowledge of such breach by the Originator. The Borrower Transferor and the Collection Agent each hereby agrees to take, or cause to be taken, any and all actions reasonably requested by the Administrative Agent Company to protect and perfect the interest of the Administrative Agent, for the benefit of the Secured Parties, Company in the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Accounts.

Collections and Lock-Boxes. (a) The Borrower Transferor and the Collection Agent will instruct all Obligors to cause all Collections to be either (i) remitted to a Lock-Box to be retrieved therefrom by the applicable Collection Account Bank for prompt deposit to the applicable Collection Account or (ii) remitted directly to a Collection Account. If the Borrower, the Transferor, the Collection Agent or any Originator the Transferor receives any Collections, the Borrower Transferor or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, thereof and the Collection Agent, Agent or the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, will take all such actions as are reasonably necessary in the Collection Agent’s Agent or the BorrowerTransferor’s discretion or as reasonably requested by the Administrative Agent Company to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower Transferor or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative AgentCompany’s request) take such actions as the Administrative Agent Company may reasonably request, then the Administrative AgentCompany, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative AgentCompany, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the Collection Agent shall instruct each Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08the Loan Agreement; provided, however, that the Administrative Agent Company may, at any time following a Trigger Event and shall, at the direction of any Managing the Administrative Agent, as its assignee, revoke the Collection Agent’s authority with respect to each Concentration Account, direct each Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower Company and to thereafter take direction solely from the Administrative Agent Agent, in each case by delivery of a notice substantially in the form attached to the such Control Agreement for such purpose. Neither None of the Borrower nor Transferor, the Company or the Collection Agent will (i) add or terminate any bank as a Collection Account Bank or a Concentration Account Bank, (ii) close any Lock-Box, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Company and the Administrative Agent and each Managing Agent; provided, if any of the provisions under clauses (i) through (iv) above have been violated with respect to any Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or consent of the Transferor or the Collection Agent, the Transferor or the Collection Agent shall have the opportunity to cure the violation of this clause (b) within 15 days of obtaining knowledge of such breach by the Originator and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by the Transferor under any Facility Document directly related to or directly arising from such violation without any further action. The Borrower Transferor and the Collection Agent each hereby agrees to take, or cause to be taken, any and all actions reasonably requested by the Administrative Agent Company to protect and perfect the interest of the Administrative Agent, for the benefit of the Secured Parties, Company in the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Accounts.

Collections and Lock-Boxes. (a) The Borrower Each Originator and the Collection Agent will instruct all Obligors to cause all Collections to be either (i) remitted to a Lock-Box to be retrieved therefrom by the applicable Collection Account Bank for prompt deposit to the applicable Collection Account or (ii) remitted directly to a Collection Account. If the Borrower, the Transferor, the Collection Agent or any Originator receives any Collections, the Borrower such Originator or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, thereof and the Collection Agent, the Transferor Agent or the Borrower shall promptly take, or direct the applicable Originator to take, will take all such actions as are reasonably necessary in the Collection Agent’s Agent or the BorrowerOriginator’s discretion or as reasonably requested by the Administrative Agent Buyer to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower applicable Originator or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative AgentBuyer’s request) take such actions as the Administrative Agent Buyer may reasonably request, then the Administrative AgentBuyer, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative AgentBuyer, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the The Collection Agent shall instruct each Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08the Loan Agreement; provided, however, that the Administrative Agent Buyer may, at any time following a Trigger Event and shall, at the direction of any Managing the Administrative Agent, as its assignee, revoke the Collection Agent’s authority with respect to each the Concentration Account, direct each the Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower Buyer and to thereafter take direction solely from the Administrative Agent Agent, in each case by delivery of a notice substantially in the form attached to the Control Agreement for such purpose. Neither the Borrower any Originator nor the Collection Agent will (i) add or terminate any bank as a Collection Account Bank or a the Concentration Account Bank, (ii) close any Lock-Box, any Collection Account or any the Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a the Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Buyer and the Administrative Agent and each Managing Agent; provided, if any Originator violates any of the provisions under clauses (i) through (iv) above with respect to any Lock-Box or Collection Account relating to such Originator without the prior knowledge or consent of the Buyer or the Collection Agent, the Originator (itself or through the Collection Agent) shall have the opportunity to cure the violation of this clause (b) within 15 days of obtaining knowledge of such breach. The Borrower Each of the Originators and the Collection Agent each hereby agrees to take, or cause to be taken, any and all actions reasonably requested by the Administrative Agent Buyer to protect and perfect the interest of the Administrative Agent, for the benefit of the Secured Parties, Buyer in the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Accounts.

Collections and Lock-Boxes. (a) The Borrower Each Originator and the Collection Agent will instruct all Obligors to cause all Collections to be either (i) remitted to a Lock-Box to be retrieved therefrom by the applicable Collection Account Bank for prompt deposit to the applicable Collection Account or (ii) remitted directly to a Collection Account. If the Borrower, the Transferor, the Collection Agent or any Originator receives any Collections, the Borrower such Originator or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, thereof and the Collection Agent, the Transferor Agent or the Borrower shall promptly take, or direct the applicable Originator to take, will take all such actions as are reasonably necessary in the Collection Agent’s Agent or the BorrowerOriginator’s discretion or as reasonably requested by the Administrative Agent Buyer to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower applicable Originator or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative AgentBuyer’s request) take such actions as the Administrative Agent Buyer may reasonably request, then the Administrative AgentBuyer, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative AgentBuyer, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the The Collection Agent shall instruct each Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08the Loan Agreement; provided, however, that the Administrative Agent Buyer may, at any time following a Trigger Event and shall, at the direction of any Managing the Administrative Agent, as its assignee, revoke the Collection Agent’s authority with respect to each Concentration Account, direct each Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower Buyer and to thereafter take direction solely from the Administrative Agent Agent, in each case by delivery of a notice substantially in the form attached to the Control Agreement for such purpose. Neither the Borrower any Originator nor the Collection Agent will (i) add or terminate any bank as a Collection Account Bank or a Concentration Account Bank, (ii) close any Lock-Box, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a the Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Buyer and the Administrative Agent and each Managing Agent; provided, if any Originator violates any of the provisions under clauses (i) through (iv) above with respect to any Lock-Box or Collection Account relating to such Originator without the prior knowledge or consent of the Buyer or the Collection Agent, the Originator (itself or through the Collection Agent) shall have the opportunity to cure the violation of this clause (b) within 15 days of obtaining knowledge of such breach and, if such violation is cured within such 15 day period, the cure of such violation shall be effective to cure any breach of any covenant, representation or warranty by any Originator or the Collection Agent under any Facility Document directly related to or directly arising from such violation without any further action. The Borrower Each of the Originators and the Collection Agent each hereby agrees to take, or cause to be taken, any and all actions reasonably requested by the Administrative Agent Buyer to protect and perfect the interest of the Administrative Agent, for the benefit of the Secured Parties, Buyer in the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Accounts.

Collections and Lock-Boxes. (a) The Borrower Seller and the Collection Agent will will (i) instruct all Obligors to cause all Collections to be either (iA) remitted to a Lock-Box and will cause each Lock-Box Bank to be retrieved therefrom by retrieve such Collections promptly and deposit the applicable Collection Account Bank for prompt deposit same to the applicable Collection Account respective Lock-Box Accounts or (B) deposited directly with the Lock-Box Bank, and (ii) remitted directly instruct all Lock-Box Banks to transfer such Collections in same day funds to a special-purpose segregated interest-bearing trust account in the name of the Deal Agent (the "Collection Account. If ") maintained with a financial institution (the Borrower"Collection Account Bank") acceptable to the Deal Agent, which shall initially be BankBoston, N.A. (provided, however, that in the Transferorevent that the Collection Account is maintained at a commercial bank having (x) combined capital and surplus of at least $250,000,000 and (y) a short-term debt rating of at least A-1 from S&P, P-1 from Moody's and D-1 frox XXX (if rated by DCR), the Collection Agent or any Originator receives any Collections, the Borrower or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, and the Collection Agent, the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion or reasonably requested by the Administrative Agent to ensure that future payments from any Obligor need not be made to a Collection Account or Lock-Boxtrust account). If the Borrower or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative Agent’s request) take such actions as the Administrative Agent may reasonably request, then the Administrative Agent, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative Agent, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Collection Account Agreement, to be entered into among the Collection Account Bank, the Collection Agent, the Purchaser and the Deal Agent, the Collection Agent shall instruct each Concentration the Collection Account Bank to allocate and remit such Collections in accordance with Sections 2.07 2.05 and 2.082.06; provided, however, that the Administrative Deal Agent may, at any time following a Trigger Event and shall, at the direction of any Managing Agenttime, revoke the Collection Agent’s 's authority with respect to each Concentration the Collection Account, direct each Concentration the Collection Account Bank to cease taking instructions from the Collection Agent or the Borrower and to thereafter take direction solely from the Administrative Agent in each case by delivery of a notice substantially in Deal Agent. If the form attached Seller receives any Collections, the Seller will remit such Collections to the Control Agreement for such purposeCollection Account (including, without limitation, any Collections deemed to have been received pursuant to Section 2.07) within one Business Day following the Seller's receipt thereof. Neither the Borrower nor the Collection Agent The Seller will (i) not add or terminate any bank as a Collection Account Lock-Box Bank from those listed in Schedule III or a Concentration Account Bank, (ii) close make any change in its instructions to Obligors regarding payments to be made to any Lock Box or any Lock-BoxBox Bank, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to unless the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account Deal Agent shall have received at the end of each least ten Business Day, in each case, without the Days' prior written consent notice of the Administrative Agent and each Managing Agent. The Borrower and the Collection Agent each hereby agrees to takesuch addition, termination or cause to be taken, any change and all actions reasonably requested by the Administrative Deal Agent to protect and perfect the interest of the Administrative Deal Agent and the Purchaser in the Collections of Purchased Receivables have been taken and completed. The Seller hereby transfers to the Deal Agent, for effective upon the benefit initial Purchase, the exclusive ownership and control of each of the Secured Parties, in the event Lock-Box Accounts. The Seller hereby agrees to take any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree further action necessary that the provisions of Section 2.08(c) shall apply with respect Deal Agent may reasonably request to any proceeds of Self Pay Obligations on deposit in effect such Concentration Accountstransfer.

Collections and Lock-Boxes. (a) The Borrower Seller and the Collection Agent will Servicer will (i) instruct all Obligors to cause all Collections to be either (iA) remitted to a Lock-Box and will cause each Lock-Box Bank to be retrieved therefrom by retrieve such Collections promptly and deposit the applicable Collection Account Bank for prompt deposit same to the applicable Collection Account respective Lock-Box Accounts or (B) deposited directly with the Lock-Box Bank, and (ii) remitted directly instruct all Lock-Box Banks to transfer such Collections in same day funds to one of the special-purpose segregated interest-bearing trust accounts established in the name of the Deal Agent and as listed in SCHEDULE III attached hereto (each a "COLLECTION ACCOUNT") maintained with a financial institution (the "COLLECTION ACCOUNT BANK") acceptable to the Deal Agent, which shall initially be BankBoston, N.A. (PROVIDED, HOWEVER, that in the event that the Collection Account. If the BorrowerAccount is maintained at a commercial bank having (x) combined capital and surplus of at least $250,000,000 and (y) a short-term debt rating of at least A-1 from S&P, the TransferorP-1 from Xxxxx'x and D-1 from DCR (if rated by DCR), the Collection Agent or any Originator receives any Collections, the Borrower or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, and the Collection Agent, the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion or reasonably requested by the Administrative Agent to ensure that future payments from any Obligor need not be made to a Collection Account or Lock-Boxtrust account). If the Borrower or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative Agent’s request) take such actions as the Administrative Agent may reasonably request, then the Administrative Agent, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative Agent, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Collection Account Agreement, to be entered into among the Collection Agent Account Bank, the Servicer, the Purchaser and the Deal Agent, the Servicer shall instruct each Concentration the Collection Account Bank to allocate and remit such Collections in accordance with Sections 2.07 and 2.08SECTION 2.04; providedPROVIDED, howeverHOWEVER, that the Administrative Deal Agent may, at any time following a Trigger Event and shall, at the direction of any Managing Agenttime, revoke the Collection Agent’s Servicer's authority with respect to each Concentration the Collection Account, direct each Concentration the Collection Account Bank to cease taking instructions from the Collection Agent or the Borrower Servicer and to thereafter take direction solely from the Administrative Agent in each case by delivery of a notice substantially in Deal Agent. If the form attached Seller receives any Collections, the Seller will remit such Collections to the Control Agreement for such purposeCollection Account within one Business Day following the Seller's receipt thereof. Neither the Borrower nor the Collection Agent The Seller will (i) not add or terminate any bank as a Collection Account Lock-Box Bank from those listed in SCHEDULE III or a Concentration Account Bank, (ii) close make any change in its instructions to Obligors regarding payments to be made to any Lock Box or any Lock-BoxBox Bank, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to unless the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account Deal Agent shall have received at the end of each least ten Business Day, in each case, without the Days' prior written consent notice of the Administrative Agent and each Managing Agent. The Borrower and the Collection Agent each hereby agrees to takesuch addition, termination or cause to be taken, any change and all actions reasonably requested by the Administrative Deal Agent to protect and perfect the interest of the Administrative Agent, for Deal Agent and the benefit of the Secured Parties, Purchaser in the event any such change is permittedCollections of Purchased Receivables have been taken and completed. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Accounts.

Collections and Lock-Boxes. (a) The Borrower and or the Collection Agent Servicer on its behalf will instruct all Obligors to cause all Collections to be either (ia) remitted to a Lock-Box and will cause each Lock-Box Bank to retrieve such Collections promptly and deposit the same to the respective Lock-Box Accounts or (b) deposited directly into a Lock-Box Account and will cause any Collections effectuated by pre-authorized debits of Obligor accounts to be retrieved therefrom by deposited directly into a Lock-Box Account or the applicable Collection Account Agent's Account. Each Lock-Box Bank for prompt deposit will remit Collections deposited into the respective Lock-box Accounts to the applicable Collection Agent's Account or (ii) remitted directly to on a Collection Accountdaily basis in accordance with Section 2.05. If the Borrower, the Transferor, the Collection Agent or any Originator Borrower receives any Collections, the Borrower or the Collection Agent will, and shall instruct such Originator to, immediately will remit such Collections (including, without limitation, any Collections deemed to have been received pursuant to Section 2.07) to a Lock-Box Account or the applicable Collection Agent's Account within two one Business Days of Day following the Borrower's receipt thereof, and the Collection Agent, the Transferor or the . The Borrower shall promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion or reasonably requested by the Administrative Agent to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower or the Collection Agent does not, or does will not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative Agent’s request) take such actions as the Administrative Agent may reasonably request, then the Administrative Agent, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative Agent, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the Collection Agent shall instruct each Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08; provided, however, that the Administrative Agent may, at any time following a Trigger Event and shall, at the direction of any Managing Agent, revoke the Collection Agent’s authority with respect to each Concentration Account, direct each Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower and to thereafter take direction solely from the Administrative Agent in each case by delivery of a notice substantially in the form attached to the Control Agreement for such purpose. Neither the Borrower nor the Collection Agent will (i) add or terminate any bank as a Collection Account Lock-Box Bank to or a Concentration Account Bank, (ii) close from those listed in Schedule VII or make any change in its instructions to obligors regarding payments to be made to the Borrower or payments to be made to any Lock Box or any Lock-BoxBox Bank, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to unless the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account at the end of each Business Day, in each case, without the prior Agent shall have given its written consent of the Administrative Agent and each Managing Agent. The Borrower and the Collection Agent each hereby agrees to takesuch addition, termination or cause to be taken, any change and all actions reasonably requested by the Administrative Agent to protect and perfect the interest of the Administrative Agent, for Agent and the benefit Lender in the Collections of Pledged Receivables have been taken and completed. The Agent shall have the exclusive ownership and control of the Secured Parties, in the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Lock-Box Accounts.

Collections and Lock-Boxes. (a) The Borrower and the Collection Agent will instruct all Obligors to cause all Collections to be either (i) remitted to a Lock-Box to be retrieved therefrom by the applicable Collection Account Bank for prompt deposit to the applicable Collection Account or (ii) remitted directly to a Collection Account. If the Borrower, the Transferor, the Collection Agent or any Originator receives any Collections, the Borrower or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, and the Collection Agent, the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion or reasonably requested by the Administrative Agent to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative Agent’s request) take such actions as the Administrative Agent may reasonably request, then the Administrative Agent, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative Agent, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the Collection Agent shall instruct each the Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08; provided, however, that the Administrative Agent may, at any time following a Trigger Event and shall, at the direction of any Managing Agent, revoke the Collection Agent’s authority with respect to each the Concentration Account, direct each the Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower and to thereafter take direction solely from the Administrative Agent in each case by delivery of a notice substantially in the form attached to the Control Agreement for such purpose. Neither the Borrower nor the Collection Agent will (i) add or terminate any bank as a Collection Account Bank or a the Concentration Account Bank, (ii) close any Lock-Box, any Collection Account or any the Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a the Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Administrative Agent and each Managing Agent. The Borrower and the Collection Agent each hereby agrees to take, or cause to be taken, any and all actions reasonably requested by the Administrative Agent to protect and perfect the interest of the Administrative Agent, for the benefit of the Secured Parties, in the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Accounts.

Collections and Lock-Boxes. (a) The Borrower Seller and the Collection Agent will Servicer will (i) instruct all Obligors to cause all Collections to be either (iA) remitted to a Lock-Box and will cause each Lock-Box Bank to be retrieved therefrom by retrieve such Collections promptly and deposit the applicable Collection Account Bank for prompt deposit same to the applicable Collection Account respective Lock-Box Accounts or (B) deposited directly with the Lock-Box Bank, and (ii) remitted directly instruct all Lock-Box Banks to transfer such Collections in same day funds to a special-purpose segregated interest-bearing trust account in the name of the Deal Agent (the "Collection Account. If ") maintained with a financial institution (the Borrower"Collection Account Bank") acceptable to the Deal Agent, which shall initially be BankBoston, N.A. (provided, however, that in the Transferorevent that the Collection Account is maintained at a commercial bank having (x) combined capital and surplus of at least $250,000,000 and (y) a short-term debt rating of at least A-1 from S&P, P-1 from Xxxxx'x and D-1 from DCR (if rated by DCR), the Collection Agent or any Originator receives any Collections, the Borrower or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, and the Collection Agent, the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion or reasonably requested by the Administrative Agent to ensure that future payments from any Obligor need not be made to a Collection Account or Lock-Boxtrust account). If the Borrower or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative Agent’s request) take such actions as the Administrative Agent may reasonably request, then the Administrative Agent, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative Agent, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Collection Account Agreement, to be entered into among the Collection Agent Account Bank, the Servicer, the Purchaser and the Deal Agent, the Servicer shall instruct each Concentration the Collection Account Bank to allocate and remit such Collections in accordance with Sections 2.07 2.05 and 2.082.06; provided, however, that the Administrative Deal Agent may, at any time following upon the occurrence of a Trigger Event and shall, at the direction of any Managing AgentServicer Termination Event, revoke the Collection Agent’s Servicer's authority with respect to each Concentration the Collection Account, direct each Concentration the Collection Account Bank to cease taking instructions from the Collection Agent or the Borrower Servicer and to thereafter take direction solely from the Administrative Agent in each case by delivery of a notice substantially in Deal Agent. If the form attached Seller receives any Collections, the Seller will remit such Collections to the Control Agreement for such purposeCollection Account (including, without limitation, any Collections deemed to have been received pursuant to Section 2.07) within one Business Day following the Seller's receipt thereof. Neither the Borrower nor the Collection Agent The Seller will (i) not add or terminate any bank as a Collection Account Lock-Box Bank from those listed in Schedule III or a Concentration Account Bank, (ii) close make any change in its instructions to Obligors regarding payments to be made to any Lock Box or any Lock-BoxBox Bank, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to unless the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account Deal Agent shall have received at the end of each least ten Business Day, in each case, without the Days' prior written consent notice of the Administrative Agent and each Managing Agent. The Borrower and the Collection Agent each hereby agrees to takesuch addition, termination or cause to be taken, any change and all actions reasonably requested by the Administrative Deal Agent to protect and perfect the interest of the Administrative Deal Agent and the Purchaser in the Collections of Purchased Receivables have been taken and completed. The Seller hereby transfers to the Deal Agent, for effective upon the benefit initial Purchase, the exclusive ownership and control of each of the Secured Parties, in the event Lock-Box Accounts. The Seller hereby agrees to take any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree further action necessary that the provisions of Section 2.08(c) shall apply with respect Deal Agent may reasonably request to any proceeds of Self Pay Obligations on deposit in effect such Concentration Accountstransfer.

Collections and Lock-Boxes. (a) The Borrower Originators and the Collection Agent will Servicer will: (i) instruct all Obligors to cause all Collections to be either (iA) remitted to a Lock-Box and will cause each Lock-Box Bank to be retrieved therefrom by retrieve such Collections promptly and deposit the applicable Collection Account Bank for prompt deposit same to the applicable Collection Account respective Lock-Box Accounts or (B) deposited directly with the Lock-Box Bank, and (ii) remitted directly pursuant to a the OutSource Funding Credit Agreement, instruct all Lock-Box Banks to transfer such Collections in same day funds to the BKB Collection AccountAccount maintained with the BKB Collection Account Bank. If the Borrower, the Transferor, the Collection Agent or any Originator receives Originators receive any Collections, the Borrower or the Collection Agent will, and shall instruct such applicable Originator to, immediately will remit such Collections to the applicable BKB Collection Account within two one Business Days of Day following such Originator's receipt thereof, and the Collection Agent, the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion or reasonably requested by the Administrative Agent to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower or the Collection Agent does not, or does The Originators will not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative Agent’s request) take such actions as the Administrative Agent may reasonably request, then the Administrative Agent, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative Agent, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the Collection Agent shall instruct each Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08; provided, however, that the Administrative Agent may, at any time following a Trigger Event and shall, at the direction of any Managing Agent, revoke the Collection Agent’s authority with respect to each Concentration Account, direct each Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower and to thereafter take direction solely from the Administrative Agent in each case by delivery of a notice substantially in the form attached to the Control Agreement for such purpose. Neither the Borrower nor the Collection Agent will (i) add or terminate any bank as a Collection Account Lock-Box Bank from those listed in Schedule III or a Concentration Account Bank, (ii) close make any change in their instructions to Obligors regarding payments to be made to any Lock Box or any Lock-BoxBox Bank, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to unless the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account Buyer shall have received at the end of each least ten Business Day, in each case, without the Days' prior written consent notice of the Administrative Agent and each Managing Agent. The Borrower and the Collection Agent each hereby agrees to takesuch addition, termination or cause to be taken, any change and all actions reasonably requested by the Administrative Agent Buyer to protect and perfect the interest of the Administrative AgentBuyer in the Collections of Transferred Assets have been taken and completed. The Originators hereby transfer to the Buyer, for effective upon the benefit Initial Purchase, the exclusive ownership and control of each of the Secured PartiesLock-Box Accounts, and each Lock-Box Bank shall be instructed to remit any amounts deposited in its Lock-Box Accounts solely according to the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent direction of the Collection Agent’s authority with respect Buyer or its assigns. The Originators hereby agree to take any Concentration Account referred to in Section 6.07(b), the parties agree further action necessary that the provisions of Section 2.08(c) shall apply with respect Buyer may reasonably request to any proceeds of Self Pay Obligations on deposit in effect such Concentration Accountstransfer.

Collections and Lock-Boxes. (a) The Borrower Transferor and the Collection Agent will instruct all Obligors to cause all Collections to be either (i) remitted to a Lock-Box to be retrieved therefrom by the applicable Collection Account Bank for prompt deposit to the applicable Collection Account or (ii) remitted directly to a Collection Account. If the Borrower, the Transferor, the Collection Agent or any Originator the Transferor receives any Collections, the Borrower Transferor or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of receipt thereof, thereof and the Collection Agent, Agent or the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, will take all such actions as are reasonably necessary in the Collection Agent’s Agent or the BorrowerTransferor’s discretion or as reasonably requested by the Administrative Agent Company to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower Transferor or the Collection Agent does not, or does not cause the applicable Originator to, promptly (and in any event within two Business Days from the Administrative AgentCompany’s request) take such actions as the Administrative Agent Company may reasonably request, then the Administrative AgentCompany, its assigns or designees, may, to the maximum extent permitted by law take such actions as the Administrative AgentCompany, its assigns or designees may, on its direction, deem appropriate. (b) In accordance with the terms of the applicable Control Agreement, the Collection Agent shall instruct each Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07 and 2.08the Loan Agreement; provided, however, that the Administrative Agent Company may, at any time following a Trigger Event and shall, at the direction of any Managing the Administrative Agent, as its assignee, revoke the Collection Agent’s authority with respect to each Concentration Account, direct each Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower Company and to thereafter take direction solely from the Administrative Agent Agent, in each case by delivery of a notice substantially in the form attached to the such Control Agreement for such purpose. Neither None of the Borrower nor Transferor, the Company or the Collection Agent will (i) add or terminate any bank as a Collection Account Bank or a Concentration Account Bank, (ii) close any Lock-Box, any Collection Account or any Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to a Collection Account Bank as set forth in the applicable Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the applicable Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Company and the Administrative Agent and each Managing Agent; provided, if any of the provisions under clauses (i) through (iv) above have been violated with respect to any Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or consent of the Transferor or the Collection Agent, the Transferor or the Collection Agent shall have the opportunity to cure the violation of this clause (b) within 15 days of obtaining knowledge of such breach by the Originator. The Borrower Transferor and the Collection Agent each hereby agrees to take, or cause to be taken, any and all actions reasonably requested by the Administrative Agent Company to protect and perfect the interest of the Administrative Agent, for the benefit of the Secured Parties, Company in the event any such change is permitted. (c) At all times following the revocation by the Administrative Agent of the Collection Agent’s authority with respect to any Concentration Account referred to in Section 6.07(b), the parties agree that the provisions of Section 2.08(c) shall apply with respect to any proceeds of Self Pay Obligations on deposit in such Concentration Accounts.