Common use of Ownership of Accounts; Security Clause in Contracts

Ownership of Accounts; Security. The Medical Group hereby transfers to the Management Company ownership of all accounts receivable and other rights to payment arising from the provision by the Medical Group of Medical Group Services to the general public during the Term (the "Accounts"); provided, however, that the right to payment of Medicaid and Medicare receivables shall remain with the Medical Group in accordance with applicable Federal and state law. The parties agree that all of the Medical Group's accounts receivable existing as of the close of business on August 31, 1997 and any amounts owing to the Medical Group for services provided through such date (collectively, the "Retained Accounts Receivable") shall remain the property of the Medical Group. Notwithstanding anything to the contrary contained herein, the collections relating to any Retained Accounts Receivable shall not be included in the computations of Collections, the Annual Medical Group Compensation Amount, or the Management Fee as described in Sections 5.3 and 5.4 hereof. The Management Company shall have the right to grant to any lender (the "Lender") a first priority lien and security interest in and with respect to the Accounts, together with all books, records, computer information and other general intangibles relating thereto (collectively, the "Collateral"), as security for the obligations of the Management Company to the Lender and the Medical Group shall execute a financing statement (the "Financing Statement") for the benefit of the Management Company evidencing the foregoing transfer of the Accounts and perfecting the Management Company's ownership interests therein. The Medical Group hereby acknowledges that the Lender is a third party beneficiary of the benefits granted to the Management Company under this Section 5.1. The Medical Group shall cooperate with the Lender as reasonably requested by the Lender in the event the Lender seeks to enforce its rights and remedies under its agreement with the Management Company, including granting the Lender access, to the extent permitted by law, to all books and records associated with the Collateral. Neither the Management Company nor the Lender shall be required to give the Medical Group any notice in connection with any loan or related financing arrangements affecting the Accounts or other Collateral.

Ownership of Accounts; Security. The Medical Group hereby transfers to the Management Company ownership of all accounts receivable and the other rights to payment arising from the provision by the Medical Group of Medical Group Services to the general public during the Term term hereof (the "Accounts"); provided, however, that the right to payment of Medicare and Medicaid and Medicare receivables shall remain with the Medical Group in accordance with applicable Federal and state law. The parties agree that all of Medical Corporation agrees to execute the Medical Group's accounts receivable existing as of the close of business on August 31, 1997 and any amounts owing to the Medical Group Financing Statement presented for services provided through such date signature herewith (collectively, the "Retained Accounts ReceivableFinancing Statement") shall remain and such additional financing statements and continuation statements as the property of Management Company may reasonably request to evidence, protect, or perfect the Medical Group. Notwithstanding anything to the contrary contained herein, the collections relating to any Retained Accounts Receivable shall not be included Management Company's ownership interest in the computations of Collections, the Annual Medical Group Compensation Amount, or the Management Fee as described in Sections 5.3 and 5.4 hereofAccounts. The Management Company shall have the right to grant to any lender (the "Lender") a first priority lien and security interest in and with respect to the Accounts, together with all books, records, computer information information, and other general intangibles relating thereto (collectively, the "Collateral"), as security for the obligations of the Management Company to the Lender and the Medical Group shall execute a financing statement (the "Financing Statement") for the benefit of the Management Company evidencing the foregoing transfer of the Accounts and perfecting the Management Company's ownership interests thereinLender. The Medical Group hereby acknowledges that the Lender is a third party beneficiary of the benefits granted to irrevocably constitutes and appoints the Management Company under this Section 5.1as the true and lawful attorney-in-fact for the Medical Group to execute in the name of the Medical Group such financing statements, continuation statements, and other documentation as may be necessary or appropriate to evidence, protect, or perfect the Management Company's interest in and/or the Lender's lien and security interest in and with respect to all Accounts and other Collateral. The Medical Group shall cooperate with the Lender as reasonably requested by the Lender in the event that the Lender seeks to enforce its rights and remedies under its agreement with the Management Company, including granting the Lender access, to the extent permitted by law, to all books and records associated with the Collateral. Neither the Management Company nor the Lender shall be required to give the Medical Group any notice in connection with any loan or related financing arrangements affecting the Accounts or and other Collateral.

Ownership of Accounts; Security. The Medical Group hereby transfers to the Management Company ownership of all accounts receivable (other than those accrued as of the Signature Date) and other rights to payment arising from the provision by the Medical Group of Medical Group Services and related services to the general public during the Term (the "Accounts"); provided, however, that the right to payment of Medicaid and Medicare receivables shall remain with the Medical Group in accordance with applicable Federal and state law. The parties agree that all of the Medical Group's accounts receivable existing as of the close of business on August 31, 1997 and any amounts owing to the Medical Group for services provided through such date (collectively, the "Retained Accounts Receivable") shall remain the property of the Medical Group. Notwithstanding anything to the contrary contained herein, the collections relating to any Retained Accounts Receivable shall not be included in the computations of Collections, the Annual Medical Group Compensation Amount, or the Management Fee as described in Sections 5.3 and 5.4 hereof. The Management Company shall have the right to grant to any lender (the "Lender") a first priority lien and security interest in and with respect to the Accounts, together with all books, records, computer information and other general intangibles relating thereto (collectively, the "Collateral"), as security for the obligations of the Management Company to the Lender Lender, and the Medical Group shall execute a financing statement (the "Financing Statement") for the benefit of the Management Company evidencing the foregoing transfer of the Accounts and perfecting the Management Company's ownership interests therein. The Medical Group hereby acknowledges that the Lender is a third party beneficiary of the benefits granted to the Management Company under this Section 5.14.1. The Medical Group shall cooperate with the Lender as reasonably requested by the Lender in the event that the Lender seeks to enforce its rights and remedies under its agreement with the Management Company, including granting the Lender access, to the extent permitted by law, to all books and records associated with the Collateral. Neither the Management Company nor the Lender shall be required to give the Medical Group any notice in connection with any loan or related financing arrangements affecting the Accounts or other Collateral.