Accounts. Each Account is, or at the time it arises, will be: # a bona fide, valid and legally enforceable indebtedness of the account debtor according to its terms, arising out of or in connection with the sale, lease or performance of goods or services by the Grantors or any of them, # subject to no material offsets, discounts, counterclaims, contra accounts or any other defense of any kind and character, other than warranties and discounts customarily given by the Grantors in the ordinary course of business and warranties or refunds provided by applicable Law, and # not evidenced by any chattel paper or other Instrument; or if so, any such chattel paper or other Instrument (other than invoices and related correspondence and supporting documentation) relating to Accounts in excess of $750,000 in the aggregate at any time shall promptly be duly endorsed to the order of the Administrative Agent and delivered to the Administrative Agent to be held as Collateral hereunder.

Accounts. Unless notified otherwise by the Administrative Agent in accordance with the terms hereof, each Grantor shall endeavor to the extent commercially reasonable to collect its Accounts and all amounts owing to it thereunder in the ordinary course of business and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balances thereof, and in connection therewith shall, if an Event of Default has occurred and is continuing, at the request of the Administrative Agent, take such action as the Administrative Agent may deem necessary or advisable (within applicable Laws) to enforce such collection. Each Grantor shall promptly inform the Administrative Agent of any disputes with any account debtor or obligor and of any claimed offset and counterclaim that may be asserted with respect thereto involving, in each case or in the aggregate, $750,000 or more, where such Grantor reasonably believes that the likelihood of payment by such account debtor is materially impaired, indicating in detail the reason for the dispute, all claims relating thereto and the amount in controversy.

Accounts. All existing and future Accounts included in the Collateral are or will be bona fide existing obligations created by the sale and delivery of merchandise or the rendering of services to customers and arose or will arise in the ordinary course of business; and that such Accounts are not and will not be subject to defense, set-off or counterclaim which in the aggregate would materially impair the value of such Accounts as collateral for the Secured Obligations. No Grantor will, without the Bank’s prior written consent, grant any extension of the time of payment of any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with past practice or otherwise in accordance with prudent and reasonable business practices.

“Accounts” mean the Collection Account and the Reserve Account.

“Collection Accounts” shall have the meaning set forth in [Section 4.15(h)(i)].

Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices.

85% of the amount of Eligible Accounts and Eligible Unbilled Accounts multiplied by the Expected Net Value, less the Credit and Unapplied Collection Amount, and

The Collection Account Trustee acknowledges and agrees that it shall not permit or allow to subsist an overdraft on the Trust Accounts. The Collection Account Trustee warrants, represents and undertakes to the Bank at the date hereof that the Trust Accounts are not subject to any charge, security interest or trust other than the trust in relation to the Trust Accounts referred to in this letter.

Non-Governmental Accounts Receivable. To collect and receive in Provider’s name and on Provider’s behalf, all payments from all accounts receivable that are not Government Receivables, and to take such measures as Manager determines are reasonable and appropriate to require the payment of such accounts including, but not limited to: # extending the time of payment of any such accounts for cash, credit or otherwise; # discharging or releasing the obligors of any such accounts; # assigning or selling at a discount such accounts to collection agencies; and # instituting any action, legal or otherwise, to enforce collection of such accounts.

Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.