Common use of Deposit of Proceeds Clause in Contracts

Deposit of Proceeds. In recognition of the fact that MidSouth will ------------------- have purchased all of the Practice's Private Receivables and to facilitate repayment of the Government Advances, the Practice agrees, within __ days of the date of this Agreement, to deliver a letter, in the form as attached hereto as Exhibit 6.2(b)-1 and Exhibit 6.2(b)-2 to all payors under the Private ---------------- ---------------- Receivables and the Government Receivables, respectively (the "Payor Instruction ----------------- Letter"). The Payor Instruction Letters shall (i) direct payments on Private ------ Receivables to Post Office Box __________ (the "MidSouth Lockbox"), which ---------------- lockbox shall be opened by the Depository Bank and all proceeds of Private Receivables therein contained shall be deposited by the Depository Bank into the Lockbox Account, and (ii) direct payments on Governmental Receivables to Post Office Box __________ (the "Practice Lockbox"), which lockbox shall be opened by ---------------- the Depository Bank and all proceeds of Government Receivables therein contained shall be deposited by the Depository Bank into the Sweeping Account. The depository agreement for the Sweeping Account shall provide (i) that the Depository Bank shall deposit all checks or other forms of payment received in the Practice Lockbox into the Sweeping Account, and (ii) that the account balance in the Sweeping Account shall be "swept" daily into the Lockbox Account. Prior to the effective date of the instructions contained in the Payor Instruction Letters, and to the extent that the Practice receives any payments with respect to its Accounts Receivable and contrary to the terms of any Payor Instruction Letter, the Practice agrees to deposit all such payments received by the Practice as follows: (i) payments received on Governmental Receivables shall be deposited into Account No. _________ (the "Sweeping Account") maintained by the ---------------- Practice at ___________ (the "Depository Bank"), which such account --------------- shall be "swept" daily into the Lockbox Account. (ii) payments received on Private Receivables shall be deposited into Account No. _________ maintained by MidSouth at Depository Bank (the "Lockbox Account"). --------------- All amounts received by MidSouth as provided above that are proceeds of Private Receivables shall be owned by MidSouth. All amounts received by MidSouth as provided above that are proceeds of Governmental Receivables shall be applied first to the repayment of all Government Advances theretofore made, and the balance, if any, shall be refunded to the Practice.

Deposit of Proceeds. In recognition (a) Prior to the issuance of the fact that MidSouth will ------------------- have purchased all Store Final Inventory Report and payment of the Practice's Private Receivables and to facilitate repayment undisputed Remaining Guaranteed Amount, all Proceeds of the Government Advances, Sale (including credit card proceeds) shall be collected by Agent and deposited on a daily basis into depository accounts designated by Merchant (subject to the Practice agrees, within __ days liens of GECC and the Indenture Trustee to the extent of the date Agent’s Payment Obligations (as defined in Section 16 hereof) for the Stores, which accounts shall be designated solely for the deposit of this AgreementProceeds of the Sale (including credit card proceeds), to deliver a letter, in the form as attached hereto as Exhibit 6.2(b)-1 and Exhibit 6.2(b)-2 to all payors under the Private ---------------- ---------------- Receivables and the Government Receivables, respectively disbursement of amounts payable by Agent hereunder (the "Payor Instruction ----------------- Letter"“Designated Deposit Accounts”). The Payor Instruction Letters Designated Deposit Accounts shall be dedicated solely to the deposit of Proceeds and the disbursement of amounts payable hereunder, and Merchant (or GECC, as the case may be) shall exercise sole signatory authority and control with respect to the Designated Deposit Accounts subject in all respects to the first lien and security interests in, and control of, such Designated Deposit Accounts by GECC and the Lenders. Upon request, Merchant shall deliver to Agent copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for, and Agent shall pay as an Expense hereunder, all bank fees and charges, including wire transfer charges, related to the Designated Deposit Accounts, whether received during or after the Sale Term. Proceeds in the Designated Deposit Accounts shall be transferred daily to a concentration account maintained under the control of GECC (the “Concentration Account”). Amounts in the Concentration Account shall be subject to disbursement as set forth in Section 3.3. All Augment Proceeds will be distributed to Agent upon receipt by the Merchant and the Lenders of the weekly reconciliation report provided in accordance with Section 8.7 below. (b) Following the later of (i) direct payments on Private ------ Receivables to Post Office Box __________ (the "MidSouth Lockbox"), which ---------------- lockbox shall be opened by issuance of the Depository Bank and all proceeds of Private Receivables therein contained shall be deposited by the Depository Bank into the Lockbox Account, and Store Final Inventory Report; or (ii) direct payments on Governmental Receivables payment in full of the undisputed Remaining Guaranteed Amount, Agent may establish its own accounts, dedicated solely for the deposit of the Proceeds and the disbursement of amounts payable to Post Office Box __________ Agent hereunder (the "Practice Lockbox")“Agency Accounts”) and Merchant shall promptly upon Agent’s request execute and deliver all necessary documents to open and maintain the Agency Accounts; provided, which lockbox however, Agent may elect to continue to use Merchant’s Designated Deposit Accounts (as defined above) as the Agency Accounts. The Agency Accounts shall be opened by ---------------- dedicated solely to the Depository Bank deposit of Proceeds and all proceeds the disbursement of Government Receivables therein contained shall be deposited by the Depository Bank into the Sweeping Account. The depository agreement for the Sweeping Account shall provide (i) that the Depository Bank shall deposit all checks or other forms of payment received in the Practice Lockbox into the Sweeping Accountamounts payable hereunder, and (ii) that the account balance in the Sweeping Account Agent shall be "swept" daily into the Lockbox Account. Prior to the effective date of the instructions contained in the Payor Instruction Letters, exercise sole signatory authority and to the extent that the Practice receives any payments control with respect to its Accounts Receivable the Agency Accounts. Upon request, Agent shall deliver to Merchant copies of all bank statements and contrary other information relating to such accounts. Merchant shall not be responsible for and Agent shall pay as an Expense hereunder, all bank fee and charges, including wire transfer charges, related to the terms Agency Accounts, whether received during or after the Sale Term. Upon Agent’s designation of any Payor Instruction Letterthe Agency Accounts, all Proceeds of the Practice agrees to deposit all such payments received by the Practice as follows: Sale (iincluding credit card proceeds) payments received on Governmental Receivables shall be deposited into Account Nothe Agency Accounts. _________ To the extent that Agent uses the Merchant’s Designated Accounts as the Agency Accounts, Merchant shall pay by wire funds transfer, on a daily basis, to Agent all collected funds constituting Proceeds deposited in Merchant’s Designated Deposit Accounts (the "Sweeping Account") maintained by the ---------------- Practice at ___________ (the "Depository Bank")but not any other funds, which such account --------------- shall be "swept" daily into the Lockbox Account. (ii) payments received on Private Receivables shall be deposited into Account No. _________ maintained by MidSouth at Depository Bank (the "Lockbox Account"). --------------- All amounts received by MidSouth as provided above that are including, without limitation, any proceeds of Private Receivables shall be owned by MidSouth. All amounts received by MidSouth as provided above that are proceeds of Governmental Receivables shall be applied first Merchant’s inventory sold prior to the repayment of all Government Advances theretofore made, and the balance, if any, shall be refunded to the PracticeSale Commencement Date).

Deposit of Proceeds. In recognition (a) Agent may establish its own accounts, dedicated solely for the deposit of the fact that MidSouth will ------------------- have purchased Proceeds and the disbursement of amounts payable to Agent hereunder (the “Agency Accounts”), and Merchant shall promptly upon Agent’s request execute and deliver all of necessary documents to open and maintain the Practice's Private Receivables and to facilitate repayment of the Government AdvancesAgency Accounts; provided, however, the Practice agreesAgent may elect to continue to use the Merchant’s Designated Deposit Accounts (as defined below) as the Agency Accounts (as defined below). The Agency Accounts shall be dedicated solely to the deposit of Proceeds and the disbursement of amounts payable hereunder, within __ days and Agent shall exercise sole signatory authority and control with respect to the Agency Accounts. Upon request, Agent shall deliver to Merchant copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for, and Agent shall pay as an Expense hereunder, all bank fees and charges, including wire transfer charges, related to the date of this AgreementAgency Accounts, to deliver a letterwhether received during or after the Sale Term (except, in the form as attached hereto as Exhibit 6.2(b)-1 and Exhibit 6.2(b)-2 to all payors under the Private ---------------- ---------------- Receivables and the Government Receivables, respectively (the "Payor Instruction ----------------- Letter"). The Payor Instruction Letters shall (i) direct payments on Private ------ Receivables to Post Office Box __________ (the "MidSouth Lockbox"), which ---------------- lockbox shall be opened by the Depository Bank and all proceeds of Private Receivables therein contained shall be deposited by the Depository Bank into the Lockbox Account, and (ii) direct payments on Governmental Receivables to Post Office Box __________ (the "Practice Lockbox"), which lockbox shall be opened by ---------------- the Depository Bank and all proceeds of Government Receivables therein contained shall be deposited by the Depository Bank into the Sweeping Account. The depository agreement for the Sweeping Account shall provide (i) that the Depository Bank shall deposit all checks or other forms of payment received in the Practice Lockbox into the Sweeping Account, and (ii) that the account balance in the Sweeping Account shall be "swept" daily into the Lockbox Account. Prior to the effective date case of the instructions contained in period following the Payor Instruction LettersSale Term, and to the extent that the Practice receives any payments with respect to its Agency Accounts Receivable and contrary to consist of Designated Depository Accounts). Upon Agent’s designation of the terms Agency Accounts, all Proceeds of any Payor Instruction Letter, the Practice agrees to deposit all such payments received by the Practice as follows: Sale (iincluding credit card proceeds) payments received on Governmental Receivables shall be deposited into Account No. _________ (the "Sweeping Account") maintained by the ---------------- Practice at ___________ (the "Depository Bank"), which such account --------------- shall be "swept" daily into the Lockbox AccountAgency Accounts. (iib) payments received on Private Receivables During the period between the Sale Commencement Date and the date Agent establishes the Agency Accounts, all Proceeds of the Sale (including credit card proceeds) shall be collected by Agent and deposited on a daily basis into Account No. _________ maintained depository accounts designated by MidSouth at Depository Bank (Merchant for the "Lockbox Account"). --------------- All amounts received by MidSouth as provided above that are proceeds of Private Receivables Closing Stores, which accounts shall be owned by MidSouth. All amounts received by MidSouth as provided above that are proceeds designated solely for the deposit of Governmental Receivables shall be applied first to Proceeds of the repayment of all Government Advances theretofore madeSale (including credit card proceeds), and the balancedisbursement of amounts payable by Agent hereunder (the “Designated Deposit Accounts”). Following the payment of the Initial Guaranty Payment and the posting of the Letter of Credit and on each business day thereafter (or as soon thereafter as is practicable, if anybut in no event less than weekly), Merchant shall be refunded promptly pay to Agent by wire funds transfer all collected funds constituting Proceeds deposited into the Designated Deposit Accounts (but not any other funds, including, without limitation, any proceeds of Merchant’s inventory sold prior to the PracticeSale Commencement Date).

Deposit of Proceeds. In recognition of the fact that MidSouth PHC-SUB will ------------------- have purchased all of the Practice's Private Receivables and to facilitate repayment of the Government Advances, the Practice agrees, within __ 10 days of the date of this Agreement, to deliver a letter, in the form as attached hereto as Exhibit 6.2(b)-1 EXHIBIT 7.4(B)-1 and Exhibit 6.2(b)-2 EXHIBIT 7.4(B)-2 to all payors under the Private ---------------- ---------------- Receivables and the Government Receivables, respectively (the "Payor Instruction ----------------- Letter"). The Practice acknowledges that PHC-SUB is an intended third party ------ beneficiary of the instructions contained in the Payor Instruction Letter and that such instructions are irrevocable without PHC-SUB's prior written consent. The Payor Instruction Letters shall (i) direct payments on Private ------ the Receivables to Post Office Box __________ (the "MidSouth Lockbox"), which ---------------- lockbox shall be opened by the Depository Bank and all proceeds of Private Receivables therein contained shall be deposited by the Depository Bank into the Lockbox Account, and (ii) direct payments on Governmental Receivables to Post Office Box __________ (the "Practice Lockbox"), which lockbox shall be opened by the ---------------- the Depository Bank and all proceeds of Government Receivables therein contained shall be deposited by the Depository Bank into the Sweeping Account. The depository agreement for the Sweeping Account shall provide (i) that the Depository Bank shall deposit all checks or other forms of payment received in the Practice Lockbox into the Sweeping Account, and (ii) that the account balance in the Sweeping Account shall be "swept" daily into the Lockbox Account. Prior to the effective date of the instructions contained in the Payor Instruction Letters, and to the extent that the Practice receives any payments with respect to its Accounts Receivable and contrary to the terms of any Payor Instruction LetterLetter (including, without limitation, any amounts received directly from patients at the time medical services are rendered or otherwise), the Practice agrees to deposit all such payments received by the Practice as follows: (i) payments received on Governmental Receivables shall be deposited into Account No. _________ 717-63961 (the "Sweeping -------- Account") maintained by the ---------------- Practice at ___________ the Fifth Third Bank (the "Depository ------- ---------- Bank"), which such account --------------- shall be "swept" daily into the Lockbox Account. (ii) payments received on Private Receivables shall be deposited into Account No. _________ 728-07970 ---- maintained by MidSouth PHC-SUB at Depository Bank (the "Lockbox Account"). --------------- All amounts received by MidSouth PHC-SUB as provided above that which are proceeds of Private Receivables shall be owned by MidSouthPHC-SUB. All amounts received by MidSouth PHC-SUB as provided above that which are proceeds of Governmental Government Receivables shall be applied first to the repayment of all Government Advances theretofore made, and the balance, if any, shall be refunded to the Practice.

Deposit of Proceeds. In recognition (a) All Proceeds of the fact that MidSouth will ------------------- have purchased all Sale, Agent Sale FF&E, News Stand Inventory and Café/Candy Inventory (including credit card proceeds) shall be collected by Agent and deposited on a daily basis into depository accounts designated by Merchant for the Stores, which accounts shall be designated solely for the deposit of Proceeds of the Practice's Private Receivables and to facilitate repayment of the Government AdvancesSale (including credit card proceeds), the Practice agrees, within __ days of the date of this Agreement, to deliver a letter, in the form as attached hereto as Exhibit 6.2(b)-1 and Exhibit 6.2(b)-2 to all payors under the Private ---------------- ---------------- Receivables and the Government Receivables, respectively disbursement of amounts payable by Agent hereunder (the "Payor Instruction ----------------- Letter"). The Payor Instruction Letters shall (i) direct payments on Private ------ Receivables to Post Office Box __________ (the "MidSouth Lockbox"“Designated Deposit Accounts”), which ---------------- lockbox and Merchant shall be opened by the Depository Bank exercise sole signatory authority and all proceeds of Private Receivables therein contained shall be deposited by the Depository Bank into the Lockbox Account, and (ii) direct payments on Governmental Receivables to Post Office Box __________ (the "Practice Lockbox"), which lockbox shall be opened by ---------------- the Depository Bank and all proceeds of Government Receivables therein contained shall be deposited by the Depository Bank into the Sweeping Account. The depository agreement for the Sweeping Account shall provide (i) that the Depository Bank shall deposit all checks or other forms of payment received in the Practice Lockbox into the Sweeping Account, and (ii) that the account balance in the Sweeping Account shall be "swept" daily into the Lockbox Account. Prior to the effective date of the instructions contained in the Payor Instruction Letters, and to the extent that the Practice receives any payments control with respect to its Accounts Receivable the Designated Deposit Accounts. Upon request, Xxxxxxxx shall deliver to Agent copies of all bank statements and contrary other information relating to such accounts. Merchant shall not be responsible for, and Agent shall pay as an Expense hereunder, all bank fees and charges, including wire transfer charges, related to the terms Designated Deposit Accounts, whether notice of any Payor Instruction Letter, such expense is received during or after the Practice agrees to deposit all such payments received by the Practice as follows:Sale Term. (ib) payments Agent may establish its own accounts, dedicated solely for the deposit of the Proceeds and the disbursement of amounts payable to Agent hereunder (the “Agency Accounts”) and Merchant shall promptly upon Agent’s request execute and deliver all necessary documents to open and maintain the Agency Accounts; provided, however, Agent may elect to continue to use Xxxxxxxx’s Designated Deposit Accounts (as defined above) as the Agency Accounts. The Agency Accounts shall be dedicated solely to the deposit of Proceeds and the disbursement of amounts payable hereunder, and Agent shall exercise sole signatory authority and control with respect to the Agency Accounts. Upon request, Agent shall deliver to Merchant and GECC copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for, and Agent shall pay as an Expense hereunder, all bank fee and charges, including wire transfer charges, related to the Agency Accounts, whether received on Governmental Receivables during or after the Sale Term. Upon Agent’s designation of the Agency Accounts, all Proceeds of the Sale (including credit card proceeds) shall be deposited into Account Nothe Agency Accounts. _________ To the extent that Agent uses the Merchant’s Designated Accounts as the Agency Accounts, Merchant shall pay by wire funds transfer, on a daily basis, to Agent all collected funds constituting Proceeds (the "Sweeping Account"including credit card proceeds) maintained by the ---------------- Practice at ___________ deposited in Merchant’s Designated Deposit Accounts (the "Depository Bank")but not any other funds, which such account --------------- shall be "swept" daily into the Lockbox Account. (ii) payments received on Private Receivables shall be deposited into Account No. _________ maintained by MidSouth at Depository Bank (the "Lockbox Account"). --------------- All amounts received by MidSouth as provided above that are including, without limitation, any proceeds of Private Receivables shall be owned by MidSouth. All amounts received by MidSouth as provided above that are proceeds of Governmental Receivables shall be applied first Merchant’s inventory sold prior to the repayment of all Government Advances theretofore made, and the balance, if any, shall be refunded to the PracticeSale Commencement Date).

Deposit of Proceeds. In recognition Upon the issuance of the fact that MidSouth will ------------------- have purchased all of the Practice's Private Receivables and to facilitate repayment of the Government AdvancesSubscription Receipts, the Practice agrees, within __ days of Escrowed Proceeds shall be deposited with the Subscription Receipt Agent on the date of this Agreementsuch issuance by way of one or more electronic wire transfers or certified cheques by: (i) the Underwriters, to deliver a letterin an amount representing, in the form as attached hereto as Exhibit 6.2(b)-1 aggregate, (x) the aggregate purchase price for the Subscription Receipts sold pursuant to the Offering to subscribers that are not on the President's List, less (y) an amount representing the sum of the Underwriters' Expenses and Exhibit 6.2(b)-2 to all payors under 50% of the Private ---------------- ---------------- Receivables and the Government Receivables, respectively (the "Payor Instruction ----------------- Letter"). The Payor Instruction Letters shall (i) direct payments on Private ------ Receivables to Post Office Box __________ (the "MidSouth Lockbox"), which ---------------- lockbox shall be opened by the Depository Bank and all proceeds of Private Receivables therein contained shall be deposited by the Depository Bank into the Lockbox Account, Underwriters' Fee; and (ii) direct payments the Corporation's legal counsel, in an amount representing, in the aggregate, the aggregate purchase price for the Subscription Receipts sold pursuant to the Offering to subscribers that are on Governmental Receivables the President's List. The Subscription Receipt Agent shall accept and hold the Escrowed Funds in escrow for and on behalf of the persons who have an interest therein pursuant hereto, shall disburse and deal with the Escrowed Funds in the manner contemplated by and in accordance with the provisions of this Article Seven, and at all times shall keep the Escrowed Proceeds in a segregated account, all on the terms and subject to Post Office Box __________ (the "Practice Lockbox"), which lockbox shall be opened by ---------------- conditions hereof. The Corporation acknowledges and agrees that it is a condition of the Depository Bank and all proceeds of Government Receivables therein contained shall be deposited payment by the Depository Bank into holders of Subscription Receipts of the Sweeping Accountissue price therefor that the Escrowed Proceeds are held by the Subscription Receipt Agent in accordance with the provisions of this Article Seven. The depository agreement Corporation and the Lead Underwriters each further acknowledges and confirms that it has no interest in the Escrowed Proceeds or in the interest accrued thereon unless and until the Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Proceeds and the interest accrued thereon for the Sweeping Account shall provide (i) that benefit of the Depository Bank shall deposit all checks or other forms holders of payment received in Subscription Receipts and, upon the Practice Lockbox into delivery of the Sweeping Account, and (ii) that the account balance in the Sweeping Account shall be "swept" daily into the Lockbox Account. Prior Release Notice to the effective date Subscription Receipt Agent, retroactively for the benefit of the instructions contained in the Payor Instruction Letters, and to the extent that the Practice receives any payments with respect to its Accounts Receivable and contrary to the terms of any Payor Instruction Letter, the Practice agrees to deposit all such payments received by the Practice as follows: (i) payments received on Governmental Receivables shall be deposited into Account No. _________ (the "Sweeping Account") maintained by the ---------------- Practice at ___________ (the "Depository Bank"), which such account --------------- shall be "swept" daily into the Lockbox Account. (ii) payments received on Private Receivables shall be deposited into Account No. _________ maintained by MidSouth at Depository Bank (the "Lockbox Account"). --------------- All amounts received by MidSouth as provided above that are proceeds of Private Receivables shall be owned by MidSouth. All amounts received by MidSouth as provided above that are proceeds of Governmental Receivables shall be applied first to the repayment of all Government Advances theretofore made, Corporation and the balance, if any, shall be refunded to Underwriters in accordance with the Practiceprovisions of this Article Seven.

Deposit of Proceeds. In recognition (a) Agent may establish its own accounts, dedicated solely for the deposit of the fact that MidSouth will ------------------- have purchased Proceeds and the disbursement of amounts payable to Agent hereunder (the “Agency Accounts”), and Merchant shall promptly upon Agent’s request execute and deliver all of necessary documents to open and maintain the Practice's Private Receivables and to facilitate repayment of the Government AdvancesAgency Accounts; provided, however, the Practice agreesAgent may elect to continue to use the Merchant’s Designated Deposit Accounts (as defined below) as the Agency Accounts (as defined below). The Agency Accounts shall be dedicated solely to the deposit of Proceeds and the disbursement of amounts payable hereunder, within __ days and Agent shall exercise sole signatory authority and control with respect to the Agency Accounts. Upon request, Agent shall deliver to Merchant copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for, and Agent shall pay as an Expense hereunder, all bank fees and charges, including wire transfer charges, related to the date of this AgreementAgency Accounts, to deliver a letterwhether received during or after the Sale Term (except, in the form as attached hereto as Exhibit 6.2(b)-1 and Exhibit 6.2(b)-2 to all payors under the Private ---------------- ---------------- Receivables and the Government Receivables, respectively (the "Payor Instruction ----------------- Letter"). The Payor Instruction Letters shall (i) direct payments on Private ------ Receivables to Post Office Box __________ (the "MidSouth Lockbox"), which ---------------- lockbox shall be opened by the Depository Bank and all proceeds of Private Receivables therein contained shall be deposited by the Depository Bank into the Lockbox Account, and (ii) direct payments on Governmental Receivables to Post Office Box __________ (the "Practice Lockbox"), which lockbox shall be opened by ---------------- the Depository Bank and all proceeds of Government Receivables therein contained shall be deposited by the Depository Bank into the Sweeping Account. The depository agreement for the Sweeping Account shall provide (i) that the Depository Bank shall deposit all checks or other forms of payment received in the Practice Lockbox into the Sweeping Account, and (ii) that the account balance in the Sweeping Account shall be "swept" daily into the Lockbox Account. Prior to the effective date case of the instructions contained in period following the Payor Instruction LettersSale Term, and to the extent that the Practice receives any payments with respect to its Agency Accounts Receivable and contrary to consist of Designated Depository Accounts). Upon Agent’s designation of the terms Agency Accounts, all Proceeds of any Payor Instruction Letter, the Practice agrees to deposit all such payments received by the Practice as follows: Sale (iincluding credit card proceeds) payments received on Governmental Receivables shall be deposited into Account No. _________ (the "Sweeping Account") maintained by the ---------------- Practice at ___________ (the "Depository Bank"), which such account --------------- shall be "swept" daily into the Lockbox AccountAgency Accounts. (iib) payments received on Private Receivables During the period between the Sale Commencement Date and the date Agent establishes the Agency Accounts, all Proceeds of the Sale (including credit card proceeds) shall be collected by Agent and deposited on a daily basis into Account No. _________ maintained depository accounts designated by MidSouth at Depository Bank (Merchant for the "Lockbox Account"). --------------- All amounts received by MidSouth as provided above that are proceeds of Private Receivables Stores, which accounts shall be owned by MidSouth. All amounts received by MidSouth as provided above that are proceeds designated solely for the deposit of Governmental Receivables shall be applied first to Proceeds of the repayment of all Government Advances theretofore madeSale (including credit card proceeds), and the balancedisbursement of amounts payable by Agent hereunder (the “Designated Deposit Accounts”). Following the payment of the Initial Guaranty Payment and the posting of the Letter of Credit and on each business day thereafter (or as soon thereafter as is practicable, if anybut in no event less than weekly), Merchant shall be refunded promptly pay to Agent by wire funds transfer all collected funds constituting Proceeds deposited into the Designated Deposit Accounts (but not any other funds, including, without limitation, any proceeds of Merchant’s inventory sold prior to the PracticeSale Commencement Date).

Deposit of Proceeds. In recognition of the fact that MidSouth will ------------------- have purchased all of the Practice's Private Receivables and to facilitate repayment of the Government Advances, the Practice agrees, within __ days of the date of this Agreement, to deliver a letter, in the form as attached hereto as Exhibit 6.2(b)-1 and Exhibit 6.2(b)-2 to all payors under the Private ---------------- ---------------- Receivables and the Government Receivables, respectively (the "Payor Instruction ----------------- Letter"). The Payor Instruction Letters shall (i) direct payments on Private ------ Receivables to Post Office Box __________ (the "MidSouth Lockbox"), which ---------------- lockbox shall be opened by the Depository Bank and all proceeds of Private Receivables therein contained shall be deposited by the Depository Bank into the Lockbox Account, and (ii) direct payments on Governmental Receivables to Post Office Box __________ (the "Practice Lockbox"), which lockbox shall be opened by ---------------- the Depository Bank and all proceeds of Government Receivables therein contained shall be deposited by the Depository Bank into the Sweeping Account. The depository agreement for the Sweeping Account shall provide (i) that the Depository Bank shall deposit all checks or other forms of payment received in the Practice Lockbox into the Sweeping Account, and (ii) that the account balance in the Sweeping Account shall be "swept" daily into the Lockbox Account. Prior to the effective date of the instructions contained in the Payor Instruction Letters, and to the extent that the Practice receives any payments with respect to its Accounts Receivable and contrary to the terms of any Payor Instruction Letter, the Practice agrees to deposit all such payments received by the Practice as follows: (i) payments received on Governmental Receivables shall be deposited into Account No. _________ (the "Sweeping Account") maintained by the ---------------- Practice at ___________ (the "Depository Bank"), which such account --------------- shall be "swept" daily into the Lockbox Account. (ii) payments received on Private Receivables shall be deposited into Account No. _________ maintained by MidSouth at Depository Bank (the "Lockbox Account"). --------------- ---------------- All amounts received by MidSouth as provided above that are proceeds of Private Receivables shall be owned by MidSouth. All amounts received by MidSouth as provided above that are proceeds of Governmental Receivables shall be applied first to the repayment of all Government Advances theretofore made, and the balance, if any, shall be refunded to the Practice.