Common use of Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox Clause in Contracts

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Borrower shall maintain one or more Lockbox Accounts with the Lockbox Banks, and shall execute with each of the Lockbox Banks a Lockbox Agreement, and such other agreements related thereto as Lender may require. Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into the Concentration Account. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 in such order and manner as determined by Lender. To the extent that any Accounts are collected by Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three (3) Business Days from receipt thereof), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 is an essential term of this Agreement. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three Business Day clearance period. If as the result of collections of Accounts and any other cash payments received by Borrower pursuant to this Section 5.1 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Account.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the "Lockbox Accounts Account") with the one or more banks acceptable to Lender (each, a "Lockbox BanksBank"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a "Lockbox Agreement"), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer on the same Business Day all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower and the applicable Lockbox Bank from time to time in accordance with the Lockbox Agreement (the "Concentration Account"), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three five (5) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees but shall be available to automatically wire transfer (without Borrower upon Borrower’s 's written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower any Borrower, including CIGNA Receipts, are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer on the same Business Day all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower and the applicable Lockbox Bank from time to time in accordance with the Lockbox Agreement (the “Concentration Account”), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.4 in such order and manner as determined by Lender. To the extent that any Accounts are collected by any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.4 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.4 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, hereunder shall be subject to a three five (5) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.4 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees but shall be available to automatically wire transfer (without Borrower upon Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower any Borrower, including CIGNA Receipts, are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer on the same Business Day all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower and the applicable Lockbox Bank from time to time in accordance with the Lockbox Agreement (the “Concentration Account”), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunderhereunder (including interest, if any, in respect of the Minimum Balance pursuant to Section 9.1(x)), shall be subject to a three five (5) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees but shall be available to automatically wire transfer (without Borrower upon Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Borrower Parent and Synavant LLC shall maintain one or more lockbox accounts (individually and collectively, the "Lockbox Accounts Account") with the one or more banks acceptable to Lender (each, a "Lockbox BanksBank"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a "Lockbox Agreement"), and such other agreements related thereto as Lender or the Lockbox Bank may require. Borrower Parent and Synavant LLC shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower either of them are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Parent and Synavant LLC from time to time (the "Concentration Account"). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by LenderLender in its Permitted Discretion. To the extent that any Accounts are collected by Borrower collections of Parent and Synavant LLC or any other cash payments received by Borrower Parent and Synavant LLC are not sent directly to the appropriate Lockbox Account but are received by Borrower Parent and Synavant LLC or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 is an essential term of this Agreement. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by Borrower Parent and Synavant LLC pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance Parent and Synavant LLC, but shall be available as appropriate in excess accordance with the terms of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower Parent and Synavant LLC and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its Permitted Discretion. Notwithstanding the foregoing, the parties acknowledge that the provisions of this Section 2.5 and the provisions of Section 2.9 shall not apply to Borrower's customer rebate accounts which are custodial accounts that have been established by Borrower for the benefit of certain customers entitled to rebate payments and which are funded by such customers.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more Lockbox Accounts lockbox accounts or blocked accounts (individually, a "LOCKBOX ACCOUNT," and collectively, the "LOCKBOX ACCOUNTS") with one or more financial institutions reasonably acceptable to Agent (individually, a "LOCKBOX BANK," and collectively, the Lockbox Banks"LOCKBOX BANKS"), and shall execute with each of Lockbox Bank one or more agreements reasonably acceptable to Agent (individually a "LOCKBOX AGREEMENT," and collectively, the Lockbox Banks a Lockbox Agreement"LOCKBOX AGREEMENTS"), and such other agreements related thereto as Lender Agent may reasonably require. Each Borrower shall ensure that all collections of their respective its Accounts and all other cash payments received by such Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account, provided, however, Borrowers may directly receive collections from Private Pay Debtors so long as such collections are remitted to the appropriate Lockbox Account within two (2) Business Days of receipt by such Borrower. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Agent or an Affiliate of Agent at a financial institution selected by Agent from time to time (such account or accounts, collectively, the "CONCENTRATION ACCOUNT"), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Agent agrees that, notwithstanding the foregoing, (I) it shall instruct each Lockbox Bank to follow the instructions of Borrowers until the earlier of (x) the occurrence and during the continuance of an Event of Default or (y) the date upon which the outstanding balance of Advances shall exceed $3,000,000 for a period of thirty (30) consecutive days prior to the date of determination, at which time Agent may direct each Lockbox Bank to remit funds into the Concentration Account; and (II) if, pursuant to clause (I) it has directed each Lockbox Bank to remit funds into the Concentration Account, and thereafter (x) the outstanding balance of Advances shall be equal to or less than $3,000,000 for a period of thirty (30) consecutive days prior to the date of determination, and (y) no Event of Default shall have occurred and be continuing, Agent shall instruct each Lockbox Bank to follow the instructions of Borrowers, and shall not require that each Lockbox Bank remit funds into the Concentration Account. Notwithstanding and without limiting any other provision of any Loan Document, Lender Agent shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5, (i) if no Event of Default shall have occurred and be continuing, to the payment of the Advances, with any excess after payment of all outstanding Advances to be returned to Borrowers, and (ii) if an Event of Default shall have occurred and be continuing, in such order and manner as determined by LenderAgent in accordance with this Agreement, with any excess after repayment of the Obligations to be returned to Borrowers. To the extent that any Accounts are collected by collections of any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their AffiliatesBorrower, such collections and proceeds shall be held in trust for the benefit of Lender Agent and Lenders and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Each Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Revolving Interest Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Agent from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven (7) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a the appropriate Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccount(s) and in the manner specified by Agent in its Permitted Discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by LenderLender in its sole discretion. To the extent that any Accounts are collected by Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their Borrower’s Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by Borrower or any of Borrower’s Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three six (6) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the "Lockbox Accounts Account") with the one or more banks reasonably acceptable to Lender (each, a "Lockbox BanksBank"), and shall execute with each of Lockbox Bank one or more agreements reasonably acceptable to Lender (individually and collectively, the Lockbox Banks a "Lockbox Agreement"), and such other agreements related thereto as Lender may requirereasonably require to perfect a security interest therein. Borrower shall ensure that all collections of their respective its Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the "Concentration Account") or such other account as directed by Borrower in accordance with the terms and conditions of the Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as ----------- determined by Lender. To the extent that any Accounts are collected by collections of Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this ----------- Agreement. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by Borrower pursuant to this Section 5.1 2.5 a credit balance exists with ----------- respect to the Concentration Account, such credit balance shall not accrue interest be immediately, and in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer event within two (2) Business Days Days, transferred to an account designated by Borrower from time to time; provided that each such transfer will -------- not occur unless and until the date of receipt of such written noticecredit balance is at least $5,000. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its reasonable discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each of PHC-Michigan and PHC-Utah (and each other Borrower whose Accounts may be included at any time in the future within the Borrowing Base, and all Borrowers at the direction of Lender following the occurrence of an Event of Default) shall maintain one or more lockbox accounts (individually and collectively, the "Lockbox Accounts Account") with the one or more banks acceptable to Lender (each, a "Lockbox BanksBank"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a "Lockbox Agreement"), and such other agreements related thereto as Lender may require. Each such Borrower shall ensure that all collections of their respective Accounts (other than accounts due from Private Payors and all other cash payments any amounts received under contracts held by Borrower PHC-Michigan or PHC-Utah but for which the services relating thereto are performed by Wellplace) are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to each such Borrower from time to time (the "Concentration Account"), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by collections of any such Borrower or any other cash payments received by any such Borrower are not sent directly to the appropriate Lockbox Account but are received by any such Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Each Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three six (6) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a any Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each of PHC-Michigan and PHC-Utah (and each other Borrower whose Accounts may be included at any time in the future within the Borrowing Base, and all Borrowers at the direction of Lender following the occurrence of an Event of Default) shall maintain one or more lockbox accounts (individually and collectively, the "Lockbox Accounts Account") with the one or more banks acceptable to Lender (each, a "Lockbox BanksBank"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a "Lockbox Agreement"), and such other agreements related thereto as Lender may require. Each such Borrower shall ensure that all collections of their respective Accounts (other than accounts due from Private Payors and all other cash payments any amounts received under contracts held by Borrower PHC-Michigan or PHC-Utah but for which the services relating thereto are performed by Wellplace) are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to each such Borrower from time to time (the "Concentration Account"), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement and provided that the Lockbox Banks shall not transfer the funds paid into the Lockbox Account of Seven Hills to the Concentration AccountAccount until the date on which Lender notifies the Lockbox Bank and Borrower that a Default or Event of Default has occurred. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.4 in such order and manner as determined by Lender. To the extent 119 that any Accounts are collected by collections of any such Borrower or any other cash payments received by any such Borrower are not sent directly to the appropriate Lockbox Account as required in this Section 2.4 but are received by any such Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Each Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.4 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.4 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three four (4) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.4 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a any Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks reasonably acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements reasonably acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may requirereasonably require to perfect a security interest therein. Borrower shall ensure that all collections of their respective its Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”) or such other account as directed by Borrower in accordance with the terms and conditions of the Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by collections of Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest be immediately, and in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer event within two (2) Business Days Days, transferred to an account designated by Borrower from time to time; provided that each such transfer will not occur unless and until the date earlier of receipt of (i) such additional amounts exceed $25,000, or (ii) Borrower’s written noticerequest for such transfer; and provided, further, that Lender shall have the right in its sole discretion to apply collections and/or any cash payments to reduce the Loan balance to zero. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its reasonable discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Borrower’s Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their Borrower’s Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by Borrower or any of Borrower’s Affiliates to comply with any such terms Lender shall be entitled to assess a lockbox non-compliance fee which shall operate to increase the Applicable Rate by two percent (2%) per annum during any period of lockbox non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three five Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees but shall be available to automatically wire transfer (without Borrower upon Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their Borrower’s Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion. Notwithstanding the foregoing, by no later than August 19, 2005, Borrower shall have delivered an executed Lockbox Agreement satisfactory to Lender and such other agreements related thereto as Lender may require; provided Borrower shall pay the sum of $2,000 for each day beyond August 19, 2005 (commencing August 22, 2005) that a satisfactory Lockbox Agreement has not been delivered. Until the delivery of the Lockbox Agreement, Borrower shall endorse all receipts to Lender and remit them into an account at Bank of America in Lender's name as further described on Schedule 6.8 (or such other account as may be identified by Lender from time to time) until such date as a satisfactory Lockbox Agreement has been delivered.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender in its Permitted Discretion (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender in it Permitted Discretion (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Borrower shall ensure that all All collections of their Borrower’s respective Accounts and all other cash payments received by Borrower are will be paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by collections of Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their its Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 is an essential term of this Agreement. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three five (5) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their its Affiliates shall direct all collections or proceeds it receives they receive on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall applyapply to the Obligations, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted on every Friday (and in any event within three (3) or the next succeeding Business Days from receipt thereofDay of each calendar week if Friday is not a Business Day), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account; in addition, on each Wednesday, if the collection of cash payments awaiting remittance to the Lockbox Account equals or exceeds $40,000, Borrower shall remit such collections promptly and in any case by the following Business Day. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with this Section 2.5 Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two and one-half percent (2.5%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in but shall be available to the Concentration Account, Lender agrees to automatically wire transfer (without appropriate Borrower upon such Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the "Lockbox Accounts Account") with the one or more banks acceptable to Lender (each, a "Lockbox BanksBank"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a "Lockbox Agreement"), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the "Concentration Account"). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by LenderLender in its Permitted Discretion. To the extent that any Accounts are collected by collections of any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three five Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by collections of any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three (3) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Borrower shall maintain one or more Lockbox Accounts lockbox accounts (individually and collectively, the "LOCKBOX ACCOUNT") with the Lockbox Banksone or more banks acceptable to Lender (each, a "LOCKBOX BANK"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a Lockbox Agreement"LOCKBOX AGREEMENT"), and such other agreements related thereto as Lender may require. Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the Concentration Account. "CONCENTRATION ACCOUNT"), Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by LenderLender in the following order, first to all then unpaid fees and expenses then owing, second, to all accrued and unpaid interest on the Advances, third, to the principal amount of the Revolving B Advances and, fourth, to the principal amount of the Revolving A Advances. To the extent that any Accounts are collected by Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their its Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 is an essential term of this Agreement. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three four Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees but shall be available to automatically wire transfer (without Borrower upon Borrower’s 's written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their its Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Borrower Prior to the consummation of the transactions contemplated by this Agreement, the Borrowers shall establish and maintain at the Borrowers’ expense (A) one or more accounts (collectively, the "Governmental Lockbox Account") with a depository institution satisfactory to the Lender into which all collections in respect of Governmental Receivables shall be deposited and (B) one or more accounts (collectively, the "Commercial Lockbox Account") with a depository institution satisfactory to the Lender into which all collections in respect of all other Accounts with and Collateral shall be deposited, pursuant to one or more agreements acceptable to Lender in its Permitted Discretion (collectively, the “Lockbox Agreement”). (The Governmental Lockbox Account and the Commercial Lockbox Account are referred to collectively in this Agreement as the "Lockbox Account" and the depository institution(s) in which the Lockbox Banks, and shall execute Account is maintained are referred to as the “Lockbox Bank”.) The Borrowers hereby agree to direct each payor of an Account to remit all payments with each of respect to such Account for deposit in the Commercial Lockbox Banks a Lockbox Agreement, and such Account (other agreements related thereto as Lender may require. Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower are paid and delivered directly from than Medicaid/Medicare Account Debtors and other Persons into Account Debtors which require their payments to be made directly to a Borrower, which shall be directed to remit all payments with respect to such Accounts for deposit in the appropriate Governmental Lockbox Account) by (A) delivering to each such payor a notice containing such instructions and (B) identifying the Commercial Lockbox Account as the “pay to” address on all bills sent to payors of all Accounts other than Governmental Receivables. The Borrowers further agree not to change such directive to payors without the prior written consent of the Lender. The Borrowers agree not to terminate the Commercial Lockbox Account or the Governmental Lockbox Account. The Lockbox Agreements Agreement shall provide that instruct the Lockbox Banks Bank to immediately will transfer all funds paid into the Lockbox Accounts into the Concentration Account. Notwithstanding a depository account or accounts owned and without limiting any other provision maintained by Lender or an Affiliate of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant at such bank as Lender may communicate to the Lockbox Bank from time to time (the “Concentration Account”). The Borrowers agree not to revoke such instructions and the Borrowers hereby agree not to change or direct the custodian thereof to modify such sweep order or to provide any other or additional instructions to the custodian thereof. In the event the Borrower terminates the Governmental Lockbox Account, changes the sweep order with respect to the Governmental Lockbox Account or the payors receive any instruction whatsoever from or on behalf of any Borrower indicating that collections with respect to the Accounts should be sent to any location other than the respective Lockbox Account, the Borrowers hereby acknowledge and agree that such actions would be an express violation of this Agreement constituting an Event of Default hereunder, would cause irreparable harm to the Lender for which there would be no adequate remedy at law, and agree and consent to entry of an order by a court of competent jurisdiction granting the Lender specific performance of the terms and provisions of this Section 5.1 in such order and manner Agreement as determined by Lenderto the Borrowers. To the extent that any Accounts are collected by Account collections of any Borrower or any other cash payments received by such Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any Affiliates of their Affiliatesany Borrower, such collections and proceeds shall be held in trust for the benefit of the Lender and immediately remitted (and in any event within three one (31) Business Days from receipt thereofDay), in the form receivedreceived (or, with respect to cash, by check or wire transfer), to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges Borrowers acknowledge and agrees agree that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder under any other Loan Document, under applicable law or equity, upon each and every failure by any Borrower or any Affiliates of any Borrower to cause collections with respect to Accounts or any other cash payments to any Borrower to be deposited into the appropriate Lockbox Account as set forth in this Section 2.5, Lender shall be entitled to assess Borrowers with a non-compliance fee in an amount equal to ten percent (10%) of the amount of such collections or other cash payments; provided that such non-compliance fee shall be in addition to any other fees, charges or other provisions that may increase the Applicable Rate of interest hereunder and the assessment or collection of such non-compliance fee shall not, unless Lender specifically agrees in writing to the contrary, prevent Lender from considering any such non-compliance to be a Default or an Event of Default. For purposes of calculating interest, all funds transferred to the Lender’s Concentration Account for application to the Obligations subsequent to the Closing Date shall be subject to a three (3) Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of the Lender. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations hereunder in the following order of priority: (i) payment of any fees and expense reimbursements due to Lender under the Revolving FacilityLoan Documents, but(ii) any other Obligations of Borrowers not included in items (iii) and (iv) below, for (iii) to any interest then due and owing hereunder, and (iv) to the principal amount outstanding hereunder. For purposes of calculating interest hereunderdetermining Availability, all funds transferred to the Concentration Account in accordance with this Section shall be subject to a three Business Day clearance periodapplied in accordance with the foregoing sentence as of the date of the transfer. If as the result of collections of Accounts and and/or any other cash payments received by a Borrower pursuant to this Section 5.1 2.5 there is a credit positive balance exists with respect to in favor of a Borrower in the Concentration Account, such credit positive balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance Borrowers, but shall be available to Borrowers in excess accordance with the terms of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower Borrowers and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the account(s) and in the manner specified by Lender in its Permitted Discretion so long as any amounts are outstanding under the Revolving Facility. Notwithstanding any provision to the contrary set forth in this Agreement, until such time as Borrower shall deliver a deposit account control agreement with regards to lockbox account number 1012785997 as required pursuant to the terms and conditions of Section 4.3 herein, Borrower shall no less frequently than the earlier of (i) once a week and (ii) the date upon which the balance in such lockbox account is equal to or greater than $10,000, forward to the Concentration AccountAccount all amounts in such lockbox account.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer on the same Business Day all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower and the applicable Lockbox Bank from time to time in accordance with the Lockbox Agreement (the “Concentration Account”), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three five (5) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees but shall be available to automatically wire transfer (without Borrower upon Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Subject to the following paragraph, Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender in its sole discretion (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may reasonably require. Each Borrower shall ensure that all collections of their respective Borrower’s Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”). Notwithstanding and without limiting any other provision of any Loan DocumentDocument (but subject to the second paragraph of this Section 2.5), Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account when required by this Agreement, but are received by Borrower or any of their Borrower’s Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by Borrower or any of Borrower’s Affiliates to comply with any such terms with respect to Eligible Receivables in an amount during any 30-day period exceeding $25,000. Lender shall be entitled to assess the “Lockbox Non-Compliance Fee” which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven (7) Business Day clearance period. Notwithstanding the foregoing paragraph, Borrower shall not be obligated to have funds transferred from the Lockbox Account into the Lender’s Concentration Account and to comply with the related provisions of such paragraph until such time as the Initial Advance is received. As a condition to receiving the Initial Advance and all subsequent Advances and at all times whenever there are any Advances outstanding, Borrower shall be required to have all funds transferred from the Lockbox Account into the Lender’s Concentration Account as provided by this Section 2.5 (which shall be effected pursuant to the Lender’s delivery of an instruction to the Lockbox Bank directing that funds be transferred to the Concentration Account) and the Lender shall have received confirmation from the Lockbox Bank that it has implemented such instruction. The Lender acknowledges and agrees that it shall not deliver the foregoing instruction to the Lockbox Bank unless and until (i) Borrower shall have requested the Initial Advance or (ii) an Event of Default shall have occurred under subsection (a) of Article VIII as a result of the non-payment of any fees or other amounts payable under this Agreement prior to the date of the Initial Advance. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees but shall be available to automatically wire transfer (without Borrower upon Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their Borrower’s Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its Permitted Discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more Lockbox Accounts lockbox accounts or blocked accounts (individually, a "LOCKBOX ACCOUNT," and collectively, the "LOCKBOX ACCOUNTS") with one or more financial institutions reasonably acceptable to Agent (individually, a "LOCKBOX BANK," and collectively, the Lockbox Banks"LOCKBOX BANKS"), and shall execute with each of Lockbox Bank one or more agreements reasonably acceptable to Agent (individually a "LOCKBOX AGREEMENT," and collectively, the Lockbox Banks a Lockbox Agreement"LOCKBOX AGREEMENTS"), and such other agreements related thereto as Lender Agent may reasonably require. Each Borrower shall ensure that all collections of their respective its Accounts and all other cash payments received by such Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account, provided, however, Borrowers may directly receive collections from Private Pay Debtors so long as such collections are remitted to the appropriate Lockbox Account within two (2) Business Days of receipt by such Borrower. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Agent or an Affiliate of Agent at a financial institution selected by Agent from time to time (such account or accounts, collectively, the "CONCENTRATION ACCOUNT"), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Agent agrees that, notwithstanding the foregoing, (I) it shall instruct each Lockbox Bank to follow the instructions of Borrowers until the earlier of (x) the occurrence and during the continuance of an Event of Default or (y) the date upon which the outstanding balance of Advances shall exceed $2,000,000 for a period of thirty (30) consecutive days prior to the date of determination, at which time Agent may direct each Lockbox Bank to remit funds into the Concentration Account; and (II) if, pursuant to clause (I) it has directed each Lockbox Bank to remit funds into the Concentration Account, and thereafter (x) the outstanding balance of Advances shall be equal to or less than $2,000,000 for a period of thirty (30) consecutive days prior to the date of determination, and (y) no Event of Default shall have occurred and be continuing, Agent shall instruct each Lockbox Bank to follow the instructions of Borrowers, and shall not require that each Lockbox Bank remit funds into the Concentration Account. Notwithstanding and without limiting any other provision of any Loan Document, Lender Agent shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5, (i) if no Event of Default shall have occurred and be continuing, to the payment of the Advances, with any excess after payment of all outstanding Advances to be returned to Borrowers, and (ii) if an Event of Default shall have occurred and be continuing, in such order and manner as determined by LenderAgent in accordance with this Agreement, with any excess after repayment of the Obligations to be returned to Borrowers or, so long as the Senior Mortgage Loan remains outstanding, to the Senior Mortgage Loan Blocked Account in accordance with the Senior Mortgage/Revolving Lender Intercreditor Agreement. To the extent that any Accounts are collected by collections of any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their AffiliatesBorrower, such collections and proceeds shall be held in trust for the benefit of Lender Agent and Lenders and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Each Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Agent may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Agent shall be entitled to assess a non-compliance fee which shall operate to increase the Revolving Interest Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Agent from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven (7) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a the appropriate Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per weekthis Agreement. Notwithstanding the foregoing, upon so long as the written request of BorrowerSenior Mortgage Loan remains outstanding (i) any amounts to be transferred to Borrowers (including, without limitation, funds to be distributed from the Lockbox Accounts) shall be disbursed to the Senior Mortgage Loan Blocked Account in accordance with the Senior Mortgage/Revolving Lender shall wire transfer any credit balance in Intercreditor Agreement and (ii) the Lockbox Account and the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticebe an Eligible Deposit Account. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccount(s) and in the manner specified by Agent in its Permitted Discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Lender hereby acknowledges that Fleet Bank is an acceptable Lockbox Bank as of the Closing Date. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by LenderLender provided that such amounts shall first be applied to pay any amounts then due. To the extent that any Accounts are collected by any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three five Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in but shall be promptly transferred to the Concentration Account, Lender agrees to automatically wire transfer (without appropriate Borrower upon such Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its Permitted Discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Borrower Prior to the consummation of the transactions contemplated by this Agreement, the Lender shall establish and maintain one or more Lockbox Accounts at the Borrower’s expense an account with Wxxxx Fargo Bank, N.A. (which account may be moved to another bank at the discretion of Lender with the consent of Borrower, which consent shall not be unreasonably withheld or delayed) (the “Lockbox BanksBank”) into which all Collections in respect of all Accounts and Collateral shall be deposited (the “Lockbox Account”), pursuant to an agreement acceptable to Lender in its sole discretion (the “Lockbox Agreement”). The Borrower hereby agrees to direct each payor of an Account to remit all payments with respect to such Account for deposit in the Lockbox Account by (A) delivering to each such payor a notice containing such instructions and shall execute with each (B) identifying the Lockbox Account as the “pay to” address on all bills sent to payors of all Accounts. The Borrower further agrees not to change such directive to payors without the prior written consent of the Lockbox Banks a Lockbox Agreement, and such other agreements related thereto as Lender may require. Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox AccountLender. The Lockbox Agreements Agreement shall provide that instruct the Lockbox Banks Bank to immediately will transfer all funds paid into the Lockbox Accounts Account into the Concentration Account. Notwithstanding a depository account or accounts owned and without limiting any other provision maintained by Lender or an Affiliate of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant at such bank as Lender may communicate to the Lockbox Bank from time to time (the “Concentration Account”). In the event the payors receive any instruction whatsoever from or on behalf of the Borrower indicating that Collections with respect to the Accounts should be sent to any location other than the Lockbox Account, the Borrower hereby acknowledges and agrees that such actions would be an express violation of this Agreement, would cause irreparable harm to the Lender for which there would be no adequate remedy at law, and agrees and consents to entry of an order by a court of competent jurisdiction granting the Lender specific performance of the terms and provisions of this Agreement and this Section 5.1 in such order and manner as determined by Lenderto the Borrower. To the extent that any Accounts are collected by Account collections of Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their its Affiliates, such collections and proceeds shall be held in trust for the benefit of the Lender and immediately promptly remitted (and in any event within three one (31) Business Days from receipt thereofDay), in the form receivedreceived (or, with respect to cash, by check or wire transfer), to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder under any other Loan Document, under applicable law or equity, upon each and every failure by any Borrower or any of its Affiliates to cause collections with respect to Accounts or any other cash payments to Borrower to be deposited into the Lockbox Account as set forth in this Section 2.5, Lender shall be entitled to assess Borrower with a non-compliance fee in an amount equal to ten percent (10%) of the amount of such collections or other cash payments; provided that such non-compliance fee shall be in addition to any other fees, charges or other provisions that may increase the Applicable Rate of interest hereunder and the assessment or collection of such non-compliance fee shall not, unless Lender specifically agrees in writing to the contrary, prevent Lender from considering any such non-compliance to be a Default or an Event of Default. All For purposes of calculating interest, all funds transferred to the Lender’s Concentration Account for application to the Obligations under subsequent to the Revolving Facility Closing Date shall be subject to a five (5) Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of the Lender. All funds transferred to the Lender’s Concentration Account for application to the Obligations shall be applied to reduce the Obligations hereunder in the following order of priority: (i) payment of any fees and expense reimbursements due to Lender under the Revolving FacilityLoan Documents, but(ii) any other Obligations of Borrower not included in items (iii) and (iv) below, for (iii) to any interest then due and owing hereunder, and (iv) to the principal amount outstanding hereunder. For purposes of calculating interest hereunderdetermining Availability, all funds transferred to the Lender’s Concentration Account subsequent to the Closing Date shall be subject to a three Business Day clearance periodapplied in accordance with the foregoing sentence as of the date of such transfer. If as the result of collections of Accounts and and/or any other cash payments received by Borrower pursuant to this Section 5.1 2.5 there is a credit positive balance exists with respect to in favor of Borrower in the Concentration Account, such credit positive balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender but shall wire transfer any credit balance be available to Borrower in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Timeaccordance with Section 2.10(b), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any the Lockbox Agreement and operation of the Lockbox Agreements and operation of all or any of the Lockbox AccountsAccount, Borrower and their its Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccount(s) and in the manner specified by Lender in its Permitted Discretion so long as any amounts are outstanding under the Revolving Facility.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Borrower shall maintain one or more Lockbox Accounts lockbox accounts (individually and collectively, the "LOCKBOX ACCOUNT") with the Lockbox Banksone or more banks acceptable to Lender (each, a "LOCKBOX BANK"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a Lockbox Agreement"LOCKBOX AGREEMENT"), and such other agreements related thereto as Lender may require. Borrower shall ensure that all collections of their respective its Accounts and all other cash payments received by Borrower Borrower, including credit card receivables, are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the Concentration Account"CONCENTRATION ACCOUNT"). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lendernoted in the Lockbox Agreement. To the extent that any Accounts are collected by collections of Borrower or any other cash payments received by Borrower are not sent directly to the appropriate Lockbox Account but are received by Borrower or any of their its Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted no later than within two (and in any event within three (32) Business Days (except for Accounts or other cash payments received from receipt thereofDental Centers or the PA located in Virginia during the first 30 days following the Closing Date which payments shall be remitted twice monthly), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by Borrower or any of its Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving FacilityFacility or made the subject of a daily Automatic Advance, but, but for purposes of calculating interest hereunder, shall be subject to a three seven Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their its Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by collections of any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted as soon as commercially practical (and in any event within three (3) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied on the date of receipt of immediately available funds to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its Permitted Discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account") with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement"), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by Borrower any Borrower, including CIGNA Receipts, are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer on the same Business Day all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower and the applicable Lockbox Bank from time to time in accordance with the Lockbox Agreement (the “Concentration Account"), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, hereunder shall be subject to a three five (5) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees but shall be available to automatically wire transfer (without Borrower upon Borrower’s written request) all of such credit balance to the Borrower’s operating account specified on Schedule 2.3 within one Business Day of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more Lockbox Accounts lockbox accounts (individually and collectively, the "LOCKBOX ACCOUNT") with the Lockbox Banksone or more banks acceptable to Lender and to Borrower (each, a "LOCKBOX BANK"), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a Lockbox Agreement"LOCKBOX AGREEMENT"), and such other agreements related thereto as Lender may require. Each Borrower shall ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the Concentration Account"CONCENTRATION ACCOUNT"), except, with respect only to Accounts payable by Medicaid/Medicare Account Debtors, as instructed by the applicable Borrower to whom such Accounts are payable as permitted pursuant to the applicable Lockbox Agreement. Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by collections of any Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliatessuch Borrower's affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three two (32) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three seven (7) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written notice. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Account.this

Revolving Facility Collections; Repayment; Borrowing Availability and Lockbox. Each Borrower shall maintain one or more lockbox accounts (individually and collectively, the “Lockbox Accounts Account”) with the one or more banks acceptable to Lender (each, a “Lockbox BanksBank”), and shall execute with each of Lockbox Bank one or more agreements acceptable to Lender (individually and collectively, the Lockbox Banks a “Lockbox Agreement”), and such other agreements related thereto as Lender may requirerequire in its Permitted Discretion. Each Borrower shall use its best efforts to ensure that all collections of their respective Accounts and all other cash payments received by any Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts into a depository account or accounts maintained by Lender or an Affiliate of Lender at such bank as Lender may communicate to Borrower from time to time (the “Concentration Account”). Notwithstanding and without limiting any other provision of any Loan Document, Lender shall apply, on a daily basis, all funds transferred into the Concentration Account pursuant to the Lockbox Agreement and this Section 5.1 2.5 in such order and manner as determined by Lender. To the extent that any Accounts are collected by Borrower or any other cash payments received by any Borrower are not sent directly to the appropriate Lockbox Account but are received by any Borrower or any of their Affiliates, such collections and proceeds shall be held in trust for the benefit of Lender and immediately remitted (and in any event within three (3) Business Days from receipt thereofDays), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower has previously maintained a lockbox with Bank of America and after Closing it will not instruct Account Debtors to make payments to such lockbox and will on a daily basis forward any collections into the Bank of America lockbox to the Lockbox Account for Lender. Borrower acknowledges and agrees that compliance with the terms of this Section 5.1 2.5 is an essential term of this Agreement, and that, in addition to and notwithstanding any other rights Lender may have hereunder, under any other Loan Document, under applicable law or at equity, upon each and every failure by any Borrower or any of their Affiliates to comply with any such terms Lender shall be entitled to assess a non-compliance fee which shall operate to increase the Applicable Rate by two percent (2.0%) per annum during any period of non-compliance, whether or not a Default or an Event of Default occurs or is declared, provided that nothing shall prevent Lender from considering any failure to comply with the terms of this Section 2.5 to be a Default or an Event of Default. All funds transferred to the Concentration Account for application to the Obligations under the Revolving Facility shall be applied to reduce the Obligations under the Revolving Facility, but, for purposes of calculating interest hereunder, shall be subject to a three four (4) Business Day clearance period. If as the result of collections of Accounts and and/or any other cash payments received by any Borrower pursuant to this Section 5.1 2.5 a credit balance exists with respect to the Concentration Account, such credit balance shall not accrue interest in favor of a Borrower. If at any time there is a credit balance in excess of $100,000, in the Concentration Account, Lender agrees to automatically wire transfer (without Borrower’s written request) all of such credit balance but shall be available to the Borrower’s operating account specified on Schedule 2.3 within one Business Day appropriate Borrower in accordance with the terms of such credit balance reaching $100,000, provided, however, Lender shall not be required to make such “no-notice” transfer more frequently than once per week. Notwithstanding the foregoing, upon the written request of Borrower, Lender shall wire transfer any credit balance in the Concentration Account to Borrower’s operating account specified in Schedule 2.3., provided, that if Lender receives the written request of Borrower no later than 12:00 p.m. (Eastern Time), then Lender shall make such transfer the following Business Day and if Lender receives the written request of Borrower after 12:00 p.m. (Eastern time), then Lender shall make such transfer within two (2) Business Days from the date of receipt of such written noticethis Agreement. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, each Borrower and their Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the Concentration Accountaccounts(s) and in the manner specified by Lender in its sole discretion.