Common use of Qualified Account Clause in Contracts

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective date.

Qualified Account. “Qualified Account" ” means an Account of Borrower generated in the ordinary course of Borrower's ’s business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five days (135) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesMedical Services, the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (g) the Account is subject to a lien Lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. “Qualified Account" ” means an Account of Borrower generated in the ordinary course of Borrower's ’s business from the sale of goods or rendition of Medical Services which Lender, in its sole and reasonable credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) to the extent that the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor Debtor, a physician practice, a professional corporation (i.e. a “P.A.” or “P.C.”) or physician group or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargebackcharge back, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesMedical Services, the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (ge) the Account is subject to a lien other than a Permitted Lien; (hf) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (ig) the Account is evidenced by chattel paper or an instrument of any kindkind that has not been pledged and delivered to Lender, or has been reduced to judgment; (jh) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (ki) the Account Debtor is an Affiliate or Subsidiary of Borrower; (lj) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (mk) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective date.;

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or invoice date (but in no event more than one hundred thirty-five (135105) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesMedical Services, the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l1) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty twenty (150120) days past their invoice date; (min) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable institution unacceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or invoice date (but in no event more than one hundred thirty-five (135105) days after the applicable Medical Services services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods goods, the sale of which has given rise to the Account Account, has been returned, rejected, lost, lost or damaged; (e) if the Account arises from the sale of goods by Borrower, (i) the sale was not an absolute sale, or (ii) the sale was made on consignment or on approval or on a sale-or-return basis, or (iii) the sale was made subject to any other repurchase or return agreement, or (iv) the sale was made subject to the completion of installation of any other ancillary product or other condition of performance, or (v) the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the Borrower's sale, licensing or other distribution of Borrower's software, the subject software is not registered with the United States Copyright Office and perfected by Lender's filing of a Copyright Security Agreement with the United States Copyright Office, except to the extent otherwise allowed by Lender in its good faith credit judgment; (g) if the Account arises from the performance of services, the services have not been actually been performed or the services were undertaken in violation of any law; (gh) the Account is subject to a lien Lien other than a Permitted Lien; (hi) Borrower knows or should have known of the bankruptcy, receivership, reorganization, reorganization or insolvency of the Account Debtor; (ij) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (jk) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (kl) the Account Debtor is an Affiliate or Subsidiary subsidiary of Borrower; (lm) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty twenty (150120) days past their invoice date; (mn) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (no) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, Debtor exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (op) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; (q) the Account has not been billed; or (pr) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance Lender. For purposes of Section 1.46(f), "subject software" will be deemed registered with its customary lending practices and notice the United States Copyright Office if an integer revision, e.g. 1.0 or 2.0, (any version within an integer revision) of which shall have been given to Borrower at lease five (5) days prior to the effective date.the

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or invoice date (but in no event more than one hundred thirty-and five (135105) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesMedical Services, the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty and five (150105) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of the Accounts Receivable Borrower generated in the ordinary course of the Accounts Receivable Borrower's business and which is not excluded from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Accountcriteria set forth below. Without limiting the generality of the foregoing, no No Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Accounts Receivable Borrower by a Medicaid/Medicare Account Debtor or Debtor, commercial medical insurance carrier carrier, health maintenance organization or other commercial third party payor acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or invoice date (but in no event more than one hundred thirty-and five (135105) days after the applicable 13 Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (fe) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (gf) the Account is subject to a lien other than a Permitted Lien; (hg) the Accounts Receivable Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (ih) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (ji) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (kj) the Account Debtor is an Affiliate or Subsidiary of the Accounts Receivable Borrower; (lk) more than ten twenty-five percent (1025%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty and twenty (150120) days past their invoice date; (ml) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (om) any covenant, representation or warranty contained in Section 4.3 of the Loan Documents Agreement with respect to such Account has been breached; or (pn) the Account fails to meet such other reasonable specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of Borrower or any of its subsidiaries (and including accounts assigned by the PA to the Borrower) generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services or related services which Lender, in its sole reasonable credit judgment, deems determines to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower or any of its subsidiaries by a Medicaid/Medicare Account Debtor , a self insured employer or a commercial medical insurance carrier acceptable to Lender in its sole discretionLender; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)date; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) the Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective date.all

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services goods, which Lender, in its sole and reasonable credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretionentity; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or invoice date (but in no event more than one hundred thirty-five twenty (135120) days after the applicable Medical Services goods have been rendered)sold; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind, but only to such extent; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged, but only to such extent; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (hg) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (ih) the Account is evidenced by chattel paper or an instrument of any kindkind which has not been delivered as security to Lender, or has been reduced to judgment; (ji) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (kj) the Account Debtor is an Affiliate or Subsidiary of Borrower; (lk) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account to Borrower are outstanding more than one hundred fifty twenty (150120) days past their invoice date; (ml) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (nm) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, Debtor exceed twenty twenty-five percent (2025%) of the net amount of all Qualified Accounts Accounts; provided, however, that if the Account Debtor is either (including Medicaid/Medicare Account Debtors)1) a Governmental Authority, or (2) an entity who has a corporate debt rating of B+ or better as rated by Standard and Poor, then the limitation set forth in this subsection (m) shall be increased to 40%; (on) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (po) the Account fails to meet such other specifications and requirements which may from time to time be reasonably established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in date, provided, however, that no event more than fifteen percent (15%) of Qualified Accounts at any time shall be between ninety- one (91) and one hundred thirty-five twenty (135120) days after past the applicable Medical Services have been renderedclaim or invoice date); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-or- return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty twenty (150120) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which that may from time to time be established by Lender, and that, upon request of Borrower, may be communicated by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given writing to Borrower at lease five (5) days prior to the effective dateBorrower.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services by Borrower to pharmaceutical companies and contract research organizations which Lender, in its sole reasonable credit judgment, deems to be a Qualified Account. A "Qualified Account" is an Account of Borrower that satisfies the criteria set forth on the Borrowing Base Certificate and does not become unqualified for any of the reasons set forth below. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) 365 days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after on which the applicable Medical Services have been were rendered); (cb) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (dc) any part of any goods the sale of which has given Services giving rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the services have not been actually been performed or the services were undertaken in violation of any law; (gd) the Account is subject to a lien other than a Permitted Lien; (he) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (if) the Account is evidenced by chattel paper Chattel Paper or an instrument Instrument of any kind, or has been reduced to judgment; (jg) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (kh) the Account Debtor is an Affiliate or Subsidiary of Borrower; (li) more than ten percent (10%) the total unpaid Accounts of the aggregate balance of all Accounts owing from the any individual Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (oj) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breachedbreached in any material respect; or (pk) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease least five (5) days prior to the effective date.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services (other than Accounts generated by the New York or New Jersey operations of Borrower) which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion or indirectly to Borrower pursuant to a subcontract with another governmental entity, preferred provider organization, case management organization, hospice or other healthcare provider in any case acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty fifty (120150) days past the claim or invoice date (but in no event more than one hundred thirtysixty-five days (135165) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesMedical Services, the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (g) the Account is subject to a lien Lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary subsidiary of Borrower; (l) more than ten thirty percent (1030%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty eighty (150180) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)date; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of a Borrower generated in the ordinary course of such Borrower's business from the sale of goods or rendition of Medical Services which Lendermedical services; provided, in its sole credit judgmenthowever, deems to be a Qualified Account. Without limiting the generality of the foregoing, that no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to a Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than sixty (60) days past the claim or invoice date, or one hundred twenty (120) days past the claim or invoice date in the case only of Georgia Medicaid Account Debtors (but in provided, however, that with respect to Georgia Medicaid Qualified Accounts no event more than fifteen percent (15%) of such Georgia Medicaid Qualified Accounts at any time shall be between sixty-one (61) and ninety (90) days past the claim or invoice date, and no more than ten percent (10%) of such Georgia Medicaid Qualified Accounts at any time shall be between ninety-one (91) and one hundred thirty-five twenty (135120) days after past the applicable Medical Services have been rendered)claim or invoice date; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by a Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any lawlaw (it may be acknowledged and agreed that accounts payable by Florida Medicaid and all Medicare Account Debtors shall be deemed Qualified Accounts prior to billing once the applicable Medicare Services have been performed and/or goods have been delivered); (g) the Account is subject to a lien other than a Permitted Lien; (h) a Borrower knows or should reasonably have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (jG) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of a Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor Debtor, except for a Medicare/Medicaid Account Debtor, obligated on the Account (excluding any Medicaid/Medicare Account Debtor) are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor except for a Medicare/Medicaid Account Debtor, are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicaid/ Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other reasonable specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five upon not less than ninety (590) days prior written notice to Borrowers, or (q) the effective dateAccount ceases to be a Qualified Account pursuant to Section 8.2 (a) hereof.

Qualified Account. Qualified Account" means an Account of a Borrower generated in the ordinary course of such Borrower's business from the sale of goods or rendition of Medical Services which Lendermedical services; provided, in its sole credit judgmenthowever, deems to be a Qualified Account. Without limiting the generality of the foregoing, that no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to a Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or invoice date date, (but in provided, however, that no event more than fifteen percent (15%) of such Qualified Accounts at any time shall be between sixty-one hundred thirty-five (13561) and ninety (90) days after past the applicable Medical Services have been renderedclaim or invoice date); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by a Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any lawlaw (it may be acknowledged and agreed that accounts payable by Florida Medicaid and all Medicare Account Debtors shall be deemed Qualified Accounts prior to billing once the applicable Medicare Services have been performed and/or goods have been delivered); (g) the Account is subject to a lien other than a Permitted Lien; (h) a Borrower knows or should reasonably have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of a Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor Debtor, except for a Medicare/Medicaid Account Debtor, obligated on the Account (excluding any Medicaid/Medicare Account Debtor) are outstanding more than one hundred fifty twenty (150120) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor except for a Medicare/Medicaid Account Debtor, are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other reasonable specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five upon not less than ninety (590) days prior written notice to Borrowers, or (q) the effective dateAccount ceases to be a Qualified Account pursuant to Section 8.2 (a) hereof.

Qualified Account. Qualified An Account of a Borrower meeting all the following specifications: (i) it is lawfully and solely owned by a Borrower and subject to no Lien or assignment (other than the Lien of Lender), and such Borrower has the right of assignment thereof and the power to grant a security interest to Lender therein; (ii) it is a valid and enforceable Account" means , representing the undisputed indebtedness of an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and Debtor outstanding not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or payment date specified in the invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)therefor; (ciii) the Account is not subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, allowance or adjustment of any kind; (div) any part the Account is net of any all amounts representing goods the sale of which has given rise to the Account has which have been returned, rejected, lost, lost or damaged; (ev) if the Account it arises from the sale of goods by such Borrower, the such sale was not an absolute sale, or the sale was made and not on consignment or on approval or on a sale-or-return basis, or the sale was made basis nor subject to any other repurchase or return agreement, or the and such goods have not been shipped to the Account Debtor or its designee; (fvi) if the Account it arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any lawperformed; (gvii) it arose in the Account is subject to a lien other than a Permitted Lienordinary course of such Borrower's Business Operations; (hviii) Borrower knows or should have known no notice of the bankruptcy, receivership, reorganization, reorganization or insolvency of the Account DebtorDebtor has been received; (iix) the Account Debtor is evidenced by chattel paper not a Subsidiary or an instrument Affiliate of any kind, or has been reduced to judgmentBorrowers; (jx) the Account except for Voxcom, Inc. it is not an Account of an Account Debtor having its principal princi pal place of business or executive office outside the United States, the payment of which Account is not guaranteed by an irrevocable letter of credit in form and substance satisfactory to Lender and assigned to Lender; (kxi) it does not represent a sale to the Account Debtor is an Affiliate government of the United States of America or Subsidiary any subdivision thereof unless such Borrower has complied, for the benefit of BorrowerLender, with the Federal Assignment of Claims Act; (lxii) not more than ten fifty percent (1050%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty sixty (15060) days past their invoice payment date; (mxiii) fifty percent (50%) or more it is not an Account of the aggregate unpaid Accounts from any single an Account Debtor are not deemed Qualified Accounts obligated to a Borrower under this Agreementany instrument; and (nxiv) the total unpaid Accounts of the Account Debtor, except payment date for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or is not later than thirty (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (530) days prior after its original invoice date. A Qualified Account does not include that portion of an Account representing interest charges for past due balances, credit memos, or sales tax. Registration Agreement - The Registration Rights Agreement dated June 30, 1996 between RUSA and Holdings. Rental Agreements - Contracts with customers pursuant to the effective datewhich a Borrower leases (as lessor) alarm systems or personal emergency response systems.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Healthcare Services pursuant to a Customer Contract which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare an Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred and twenty (120) calendar days past the claim or invoice date (but in no event more than one hundred thirty-and thirty five (135) calendar days after the applicable Medical Healthcare Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesHealthcare Services, where the services Healthcare Services have not been actually been performed or the services Healthcare Services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten twenty percent (1020%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty and twenty (150120) calendar days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the any single Account Debtor, except for a Medicaid/Medicare Account Debtor, Debtor exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; (p) any Account which is based on a contract which is invoiced and/or paid based on a percentage of completion basis; (q) any Account which is based on a contract in which Borrower is paid for services and which services have not yet been fully provided by Borrower; (r) any license fee (other than fees which are paid on a month-to-month basis and are otherwise eligible hereunder); or (ps) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective date.established

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than if payable by a Medicaid Account Debtor, or one hundred thirty-five twenty (135120) days after past the applicable Medical Services have been rendered)claim or invoice date if payable by a Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesMedical Services, the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l1) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty twenty (150120) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be reasonably established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given communicated to Borrower at lease five (5) days prior to the effective dateBorrower.

Qualified Account. “Qualified Account" ” means an Account of Borrower generated in the ordinary course of Borrower's ’s business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable (whether directly or indirectly) by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare an Account Debtor or commercial medical insurance carrier other Person acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five fifty (135150) days after the applicable Medical Services have been rendered); (cc ) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, right of recoupment, or adjustment of any kindkind (provided that any Account deemed not a Qualified Account pursuant to this clause (c) shall only be disqualified to the extent of such defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, right of recoupment or other adjustment); (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesServices, the services Services have not been actually been performed or the services Services were undertaken in violation of any law; (g) the Account is subject to a lien Lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United StatesStates or Puerto Rico unless such place of business or executive office is otherwise acceptable to Lender in its sole discretion; (k) the Account Debtor is an Affiliate or Subsidiary subsidiary of Borrower; (l) more than ten twenty percent (1020%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single the Account Debtor obligated on the Account are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, Debtor (other than the United States government) exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the contract giving rise to the Account is the subject of a performance, surety or other type of bond or is subject to a requirement for such a bond; (q) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender; or (r) the Account Debtor is a Governmental Authority (other than a Medicaid/Medicare Account Debtor) and Lender in has received evidence that the Governmental Authority has acknowledged the claim of another creditor to such Accounts or Borrower has otherwise failed to comply with its reasonable obligations under Section 6.36. In the course of determining whether a particul ar Account constitutes a “Qualified Account”, Lender shall exercise its credit judgment in accordance a manner consistent with its customary lending standard underwriting practices and notice not inconsistent with the credit judgment employed by Lender for the same purpose in connection with its administration of which shall have been given to Borrower at lease five (5) days prior to other loans, giving due regard for the effective datenature of Borrower’s business.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services goods, which Lender, in its sole and reasonable credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one one hundred thirty-five (135) days after the applicable Medical Services goods have been rendered)sold; (cb) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (dc) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (ed) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the services have not been actually been performed or the services were undertaken in violation of any law; (ge) the Account is subject to a lien other than a Permitted Lien; (hf) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (ig) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (jh) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (ki) the Account Debtor is an Affiliate or Subsidiary of Borrower; (lj) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (mj) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (nk) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, Debtor exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (ol) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (pm) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of any Borrower (other than a ------------------- Specified Borrower) generated in the ordinary course of such Borrower's business from the sale of goods or rendition of Medical Services which that Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to a Borrower by a Medicaid/Medicare Medicare/TRICARE Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretionApproved Insurer Account Debtor; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-offoff (in respect of a liquidated amount), counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, right of recoupment, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by a Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesMedical Services, the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (g) the Account is subject to a lien Lien other than a Permitted Lien; (h) Borrower knows Borrowers know or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary subsidiary of a Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) 150 days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this AgreementAgreement unless such Account is so deemed solely pursuant to clause (o) of this Section 1.117; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breachedbreached (it being understood that, for purposes of this definition, the words "to the best of Borrowers' knowledge" shall be deemed excised); or (po) the Account fails to meet such other reasonable specifications and requirements which may from time to time be established by Lender Lenders consistent with Lenders' general business practices in its reasonable credit judgment in accordance with its customary lending practices and this area following Agent's analysis or audit; provided that the Agent shall provide notice of which shall have been given to Borrower at lease five (5) days prior to the Company of any such other specifications and requirements, and such change shall not be effective dateuntil the date of delivery of the next monthly Borrowing Base Certificate due after such notice; or (p) is not paid directly to or collected directly or indirectly in the HHLP Concentration Account.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of BorrowerXxxxxxxx's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account it or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account it remains unpaid more than one hundred twenty ninety (12090) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)date; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kindkind amounting in the aggregate to at least one percent (1%) of such Account; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account it arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account it arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) the Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account it is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty twenty (150120) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single the Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breachedbreached in any material respect; or (p) the Account fails to meet such other specifications and requirements which may from time to time be reasonably established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateXxxxxx.

Qualified Account. Qualified An Account of a Borrower meeting all the following specifications: (i) it is lawfully and solely owned by a Borrower and subject to no Lien or assignment (other than the Lien of Lender), and such Borrower has the right of assignment thereof and the power to grant a security interest to Lender therein; (ii) it is a valid and enforceable Account" means , representing the undisputed indebtedness of an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and Debtor outstanding not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or payment date specified in the invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)therefor; (ciii) the Account is not subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, allowance or adjustment of any kind; (div) any part the Account is net of any all amounts representing goods the sale of which has given rise to the Account has which have been returned, rejected, lost, lost or damaged; (ev) if the Account it arises from the sale of goods by such Borrower, the such sale was not an absolute sale, or the sale was made and not on consignment or on approval or on a sale-or-return basis, or the sale was made basis nor subject to any other repurchase or return agreement, or the and such goods have not been shipped to the Account Debtor or its designee; (fvi) if the Account it arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any lawperformed; (gvii) it arose in the Account is subject to a lien other than a Permitted Lienordinary course of such Borrower's Business Operations; (hviii) Borrower knows or should have known no notice of the bankruptcy, receivership, reorganization, reorganization or insolvency of the Account DebtorDebtor has been received; (iix) the Account Debtor is evidenced by chattel paper not a Subsidiary or an instrument Affiliate of any kind, or has been reduced to judgmentBorrowers; (jx) the Account except for Voxcom, Inc. it is not an Account of an Account Debtor having its principal place of business or executive office outside the United States, the payment of which Account is not guaranteed by an irrevocable letter of credit in form and substance satisfactory to Lender and assigned to Lender; (kxi) it does not represent a sale to the Account Debtor is an Affiliate government of the United States of America or Subsidiary any subdivision thereof unless such Borrower has complied, for the benefit of BorrowerLender, with the Federal Assignment of Claims Act; (lxii) not more than ten fifty percent (1050%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty sixty (15060) days past their invoice payment date; (mxiii) fifty percent (50%) or more it is not an Account of the aggregate unpaid Accounts from any single an Account Debtor are not deemed Qualified Accounts obligated to a Borrower under this Agreementany instrument; and (nxiv) the total unpaid Accounts of the Account Debtor, except payment date for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or is not later than thirty (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (530) days prior after its original invoice date. A Qualified Account does not include that portion of an Account representing interest charges for past due balances, credit memos, or sales tax. Registration Agreement - The Registration Rights Agreement dated the date hereof between RUSA and Holdings. Rental Agreements - Contracts with customers pursuant to the effective datewhich a Borrower leases (as lessor) alarm systems or personal emergency response systems.

Qualified Account. Qualified Account" means an Account ------------------ of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier other third party payor acceptable to Lender in its sole discretiondiscretion ("Private Pay Accounts"); (b) the Account remains unpaid more than one hundred twenty fifty (120150) days past the claim or invoice date (but in no event more than one hundred thirty-sixty five (135165) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, Medical Services and the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten sixty percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (5060%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement following the date of execution of this Agreement; (nm) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (on) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (po) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred eighty (180) days past the claim or invoice date (but in no event more than one hundred ninety-five (195) days after the applicable goods have been sold or services have been rendered); provided that, until such time as Borrower has received the applicable Medicaid and/or Medicare provider number and associated provider account agreement, with respect to any Account payable by any Medicaid/Medicare Account Debtor or any Account Debtor that is Blue Cross/Blue Shield to the extent Borrower requires Medicaid and/or Medicare provider numbers to invoice such Blue Cross/Blue Shield Account (any such Account, individually, during such time an "Unbilled Account"), such Account shall not be a Qualified Account if the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services goods have been sold or services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien Lien other than a Permitted Lien; (h) Borrower knows or should have known based on information to which participants in the industry can reasonably be expected to have access of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary subsidiary of Borrower; (l) except as expressly approved in writing by Lender, more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one two hundred fifty ten (150210) days past their invoice date; (m) except with respect to such Account Debtors expressly approved by Lender in writing, Accounts due from an Account Debtor with respect to which fifty percent (50%) or more of the aggregate unpaid Accounts from any single such Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective date.

Qualified Account. “Qualified Account" ” means an Account of Borrower generated in the ordinary course of Borrower's ’s business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesMedical Services, the services Medical Services have not been actually been performed or the services Medical Services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be reasonably established by Lender in its reasonable credit judgment in accordance with using its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateunderwriting guidelines.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in date, provided, however, that no event more than fifteen percent (15%) of Qualified Accounts at any time shall be between ninety-one (91) and one hundred thirty-five twenty (135120) days after past the applicable Medical Services have been renderedclaim or invoice date); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty ninety (15090) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which that may from time to time be established by Lender, and that, upon request of Borrower, may be communicated by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given writing to Borrower at lease five (5) days prior to the effective dateBorrower.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, consistent with Lender's business practices, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretionIntentionally Deleted; (b) the Account remains unpaid more than one hundred twenty ninety (12090) days past the claim or invoice date (but in no event more than one hundred thirty-five and eighty (135180) days after the applicable Medical Services have been rendered); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of servicesServices, the services Services have not been actually been performed or the services Services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten twenty percent (1020%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred and fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; (p) the Account is for Services which have been rendered but for which an invoice, claim or written request for payment has not been sent to the Client for whom such Services were rendered, or (pq) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance Lender, consistent with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender's business practices.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole reasonable credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account it is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier Insurer acceptable to Lender in its sole reasonable discretion; (b) the Account , and remains unpaid more than one hundred twenty (120) days past the claim or invoice service date (but in no event more than one hundred thirty-five provided, however, that to be Qualified such Medicaid/Medicare Account must be billed within thirty (13530) days after the applicable Medical Services have been rendered); (b) it or any portion thereof is payable by an individual beneficiary, recipient or subscriber individually and remains unpaid more than thirty (30) days after the applicable Medical Services have been rendered (it being agreed by Borrower that, outstanding Revolving Credit Loans with respect to such pre-billed Accounts shall at no time exceed $1,300,000.00); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account it arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account it arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) the Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kindkind in which Lender does not have a first priority, perfected security interest, or has been reduced to judgment; (j) the Account it is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account (other than Medicaid or Medicare Account Debtors) are outstanding more than one hundred twenty (120) days past their invoice date; (m) more than fifteen percent (15%) of the aggregate balance of all Accounts owing from any individual Medicaid Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (mn) more than twenty percent (20%) of the aggregate balance of all Accounts owing from any individual Account Debtor (other than a Medicaid/Medicare Account Debtor) obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (o) fifty percent (50%) or more of the aggregate unpaid Accounts from any single the Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (np) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (pq) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective date.has been

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole reasonable credit judgment, deems to be a Qualified Accountdetermines satisfies the requirements contained in this definition. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty fifty (120150) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)date; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight or other claim, allowance, or adjustment of any kindkind denying liability thereunder; (d) any part more than twenty-five percent (25%) of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, sale or the sale was made on consignment or was made on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the services have not been actually been performed or the services were undertaken in violation in any material respect of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the Account Debtor is subject to a bankruptcy, receivership, reorganization, or insolvency of the Account Debtorproceeding; (i) if the Account is evidenced by chattel paper or an instrument of any kind, or the same has not been reduced delivered to judgmentLender; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten twenty percent (1020%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one two hundred fifty eighty (150280) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor (other than Medicaid/Medicare Account Debtors) are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other reasonable specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole reasonable credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account it is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier Insurer acceptable to Lender in its sole reasonable discretion; (b) the Account , and remains unpaid more than one hundred twenty (120) days past the claim or invoice service date (but in no event more than one hundred thirty-five provided, however, that to be Qualified such Medicaid/Medicare Account must be billed within thirty (13530) days after the applicable Medical Services have been rendered); (b) it or any portion thereof is payable by an individual beneficiary, recipient or subscriber individually and remains unpaid more than thirty (30) days after the applicable Medical Services have been rendered (it being agreed by Borrower that, outstanding Revolving Credit Loans with respect to such pre-billed Accounts shall at no time exceed $1,300,000.00); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account it arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account it arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) the Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kindkind in which Lender does not have a first priority, perfected security interest, or has been reduced to judgment; (j) the Account it is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account (other than Medicaid or Medicare Account Debtors) are outstanding more than one hundred twenty (120) days past their invoice date; (m) more than fifteen percent (15%) of the aggregate balance of all Accounts owing from any individual Medicaid Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (mn) more than twenty percent (20%) of the aggregate balance of all Accounts owing from any individual Account Debtor (other than a Medicaid/Medicare Account Debtor) obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (o) fifty percent (50%) or more of the aggregate unpaid Accounts from any single the Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (np) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (oq) the Account has been generated through the operation of one of the nursing home facilities listed on SCHEDULE 4.15 as to which Lender has not yet received an estoppel certificate that is substantially in the form of EXHIBIT D attached hereto or is otherwise acceptable to Lender in form and substance (r) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (ps) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty fifty (120150) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)date; (cb) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (dc) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (ed) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (fe) if the Account arises from the performance of servicesServices, the services Services have not been actually been performed or the services Services were undertaken in violation of any law; (gf) the Account is subject to a lien other than a Permitted Lien; (hg) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (ih) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (ji) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (kj) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (mk) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (ol) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (pm) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which Lender. At no time shall have been given to Borrower at lease five (5) days prior to the effective datework-in-progress or progress payments be included as Qualified Accounts.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in date, provided, however, that no event more than fifteen percent (15%) of Qualified Accounts at any time shall be between ninety- one (91) and one hundred thirty-five twenty (135120) days after past the applicable Medical Services have been renderedclaim or invoice date); (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-or- return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty ninety (15090) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which that may from time to time be established by Lender, and that, upon request of Borrower, may be communicated by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given writing to Borrower at lease five (5) days prior to the effective dateBorrower.

Qualified Account. Qualified Account" means an Account of ----------------------------------- Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty eighty (120180) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)date; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part pan of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l1) more than ten twenty percent (1020%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one two hundred fifty forty (150240) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)date; (c) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (d) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (e) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (f) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (g) the Account is subject to a lien other than a Permitted Lien; (h) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (i) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (j) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (k) the Account Debtor is an Affiliate or Subsidiary of Borrower; (l) more than ten fifty percent (1050%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty (150) days past their invoice date; (m) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (n) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (o) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (p) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.

Qualified Account. Qualified Account" means an ----------------- Account of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services services which Lender, in its sole commercially reasonable credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date or shipment date, as applicable (but in no event more than one hundred thirty-thirty five (135) days after the applicable Medical Services goods have been delivered or services have been rendered); provided, that with respect to any Account that remains unpaid between ninety (c90) days and one hundred twenty (120) days past its invoice date or shipment date, as applicable, such Account shall be eligible to be a Qualified Account only to the extent that the amount of such Account, together with all other such Accounts in the aggregate, does not exceed fifteen percent (15%) of the aggregate amount of all of Borrower's Accounts; (b) the Account is subject (as a result of a voluntary act or omission by Borrower) to any material defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, allowance or adjustment of any kind; (dc) any material part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (ed) if the Account arises from the sale of goods by Borrower, the sale was not an absolute sale, or the sale was made on consignment or on approval or on a sale-or-return basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee; (fe) if the Account arises from the performance of services, the services have not been actually been performed or the services were undertaken in violation of any law; (gf) the Account is subject to a lien other than a Permitted Lien; (hg) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (ih) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (ji) the Account is an Account of an Account Debtor not having its a principal place of business or executive office outside within the United States; (kj) the Account Debtor is an Affiliate or Subsidiary of Borrower; (lk) subject to the proviso in Section 1.42(a), more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred fifty twenty (150120) days past their invoice date or shipment date, as applicable; (ml) fifty percent (50%) or more of the aggregate unpaid Accounts from any single Account Debtor are not deemed Qualified Accounts under this Agreement; (nm) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, Debtor exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors)Accounts; (on) any material covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (po) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given writing to Borrower at lease five (5) days prior to the effective dateBorrower.

Qualified Account. Qualified Account" means an Account ------------------ of Borrower generated in the ordinary course of Borrower's business from the sale of goods or rendition of Medical Services medical services which Lender, in its sole reasonable credit judgment, deems to be a Qualified Account. Without limiting the generality of the foregoing, no Account shall be a Qualified Account if: (a) the Account or any portion of the Account thereof is payable by an individual beneficiary, recipient or subscriber individually and not directly to Borrower by a Medicaid/Medicare Account Debtor or commercial medical insurance carrier acceptable to Lender in its sole discretion; (b) except for those Accounts listed on Schedule 1.42, the Account remains unpaid more than one hundred hundred-twenty ------------- (120) days past the claim or invoice date (but in no event more than one hundred thirty-five (135) days after the applicable Medical Services have been rendered)date; (c) the Account is listed on Schedule -------- 1.42 and remains unpaid more than ninety (90) days past the claim or invoice ---- date; (d) the Account is subject to any defense, set-off, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind; (de) any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged; (ef) if the Account arises from the sale of goods by Borrower, the such sale was not an absolute sale, sale or the sale was made on consignment or on approval or on a sale-or-return basis, basis or the sale was made subject to any other repurchase or return agreement, or the such goods have not been shipped to the Account Debtor or its designee; (fg) if the Account arises from the performance of services, the such services have not been actually been performed or the services were undertaken in violation of any law; (gh) the Account is subject to a lien other than a Permitted Lien; (hi) Borrower knows or should have known of the bankruptcy, receivership, reorganization, or insolvency of the Account Debtor; (ij) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; (jk) the Account is an Account of an Account Debtor having its principal place of business or executive office outside the United States; (kl) the Account Debtor is an Affiliate or Subsidiary of Borrower; (lm) more than ten percent (10%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are outstanding more than one hundred hundred-fifty (150) days past their invoice date; (mn) fifty percent (50%) or more of the aggregate unpaid Accounts from any single individual Account Debtor are not deemed Qualified Accounts under this Agreementhereunder; (no) the total unpaid Accounts of the Account Debtor, except for a Medicaid/Medicare Account Debtor, exceed twenty percent (20%) of the net amount of all Qualified Accounts (including Medicaid/Medicare Account Debtors); (op) any covenant, representation or warranty contained in the Loan Documents with respect to such Account has been breached; or (pq) the Account fails to meet such other specifications and requirements which may from time to time be established by Lender in its reasonable credit judgment in accordance with its customary lending practices and notice of which shall have been given to Borrower at lease five (5) days prior to the effective dateLender.