Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of either of the Station Stations that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver On the Closing Date, the conveying party may designate the acquiring party as its agent solely for the purpose of collecting the A/R belonging to Buyer, on the conveying party. On or promptly immediately after the Closing Date, the conveying party shall deliver to the acquiring party a statement of the Accounts Receivableoutstanding A/R to be collected by the acquiring party. Buyer The acquiring party shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable designated A/R during the period (the “Collection Period”) beginning on the Closing Date and ending on the 180th 120th day thereafter (following the “Collection Period”), in Closing Date consistent with the same manner that Buyer uses to collect acquiring party’s practices for collection of its own accounts receivable; provided, that Buyer the acquiring party shall direct customers to continue to pay the A/R to the conveying party’s lockbox; and, provided, further, that the acquiring party shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have under no obligation to commence litigation or legal action to effect collection. The acquiring party shall obtain the prior written approval of the conveying party before referring any such Action. Buyer shall send all payments of the A/R to a collection agency or to an attorney for collection. (b) Any payment received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month acquiring party during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period or thereafter from a customer of after the Station Effective Time that was or is also a customer of prior to the Seller Effective Time and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices A/R shall be applied as follows: first, to the accounts receivable that is specified by the Seller customer on the payment (if any), and next, to the Accounts Receivable accounts receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each time. If such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectivelyaccounts receivable shall be an A/R, the “Remitted Payments”) payment shall be promptly remitted by to the Seller conveying party in accordance with Section 5.8(c); provided, that if, the conveying party or the acquiring party receives a written notice of dispute from a customer with respect to Buyer.an A/R that has not been resolved, then the acquiring party shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an A/R. (c) The Seller On or before the fifth business day following the receipt of any A/R during the Collection Period, the acquiring party shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offsetoffset other than any commissions owed to Transferred Employees relating to such A/R) deposit into an account identified by Buyer the conveying party the amounts collected by the acquiring party with respect to the A/R in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereoftransfer. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller The acquiring party shall furnish Buyer the conveying party with a list of the amounts received directly by Seller collected with respect to the Accounts Receivable during A/R (which list shall be sent concurrently with the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredpayment), and Buyer shall use that information in provide the submission conveying party with a written reconciliation of A/R collections on a monthly basis during the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller Collection Period. The conveying party shall each be entitled during the sixty (60)-day Collection Period and the 60-day period following expiration of the Collection Period to inspect and and/or audit the records maintained by the other acquiring party pursuant to this Section 6.025.8, upon reasonable advance notice and during normal business hours. (ed) Following the expiration of the Collection Period, neither Buyer nor the Seller acquiring party shall have any no further obligations under this Section 6.025.8, except that Buyer the acquiring party shall promptly pay over to the Seller conveying party any amounts subsequently paid to it with respect to any Accounts Receivableaccounts receivable determined to be an A/R in accordance with Section 5.8(b) and the acquiring party shall provide access to its records as provided in Section 5.8(c). Within twenty (20) days after expiration of Following the Collection Period, Buyer the conveying party may pursue collection of all the A/R, and the acquiring party shall deliver to the Seller conveying party all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, A/R and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) conveying party for the purpose of collecting any outstanding Accounts Receivable.A/R. (fe) Buyer The acquiring party acknowledges that the Seller may conveying party will maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller conveying party deems it appropriate to close such lockboxes. The Aging Reports submitted conveying party shall, within five days of the end of the calendar month in which any of the acquiring party’s receivables are received by Buyer the conveying party, (i) remit to the Seller under subsection acquiring party such receivable collections and (aii) furnish the acquiring party with a list of this Section will reflect all Seller lockbox receiptsthe amounts collected during such calendar month, and the Seller will cooperate with Buyer to keep the Aging Reports currentidentified by invoice number or receivable. (gf) The Seller shall promptly pay over to Buyer any monies received by After the Seller through its lockbox that are intended as a Effective Time, if either party receives payment on Buyer’s receivables. (h) an account receivable belonging to the other party, then such payment shall be promptly remitted to the other party. If the either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.025.9, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported thereinthereby, by another mutually-agreeable authoritative source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. After the Closing, Buyer shall in good faith use commercially reasonable efforts (awhich, in any event, shall not be less than the efforts used in the ordinary course of business previously by Seller) The to collect the accounts receivable of Seller included in the Final Working Capital (the “Outstanding Receivables”); and Buyer shall deliver perform and discharge its obligations under each written agreement that it has with each account debtor represented by an Outstanding Receivable in accordance with the terms of each such agreement. Without limiting the foregoing, Buyer shall not be deemed to Buyerbe in good faith using commercially reasonable efforts to collect the Outstanding Receivables if it shall forgive, on discharge or promptly compromise, in whole or in part, any Outstanding Receivable and the purpose for such forgiveness, discharge or compromise was not to resolve a bona fide customer dispute solely resulting from any act or omission by Seller prior to Closing; provided, that if Buyer desires to forgive, discharge or compromise, in whole or in part, an Outstanding Receivable, and pursuant to this Section 9.9 such forgiveness, discharge or compromise would not constitute the good faith use of commercially reasonable efforts to collect the Outstanding Receivables, Buyer may nonetheless effect such forgiveness, discharge or compromise so long as it provides Seller with prior written notice of such forgiveness, discharge or compromise, which written notice shall include a written agreement by Buyer that the amount so forgiven, discharged or compromised shall be considered an amount collected by Buyer for purposes hereof. Following each of the date that is forty-five (45) days after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts date that is ninety (without receipt of any additional consideration from 90) days after the SellerClosing Date, the date that is one hundred thirty-five (135) to collect days after the Accounts Receivable during Closing Date, the period beginning on date that is one hundred eighty (180) days after the Closing Date and ending on the 180th day thereafter date that is two hundred and twenty-five (225) days after the “Collection Period”Closing Date, Buyer shall prepare and provide Seller with an accounting of the collection status of all of the Outstanding Receivables. If the amounts collected by the Buyer in respect of the Outstanding Receivables through the date that is two hundred and twenty-five (225) days after the Closing Date are less than the value reported for those Outstanding Receivables in Final Working Capital (net of any reserve thereof), in then (x) Parent or Seller shall pay Buyer the same manner that Buyer uses difference between the amounts so collected and the value of such Outstanding Receivables so reported, and (y) any Outstanding Receivable for which any such payment is made to collect its own accounts receivable; provided, that Buyer shall be not commence transferred to Seller. If following the 225th day after the Closing Date but on or prior to the first anniversary of Closing, Buyer collects any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect Outstanding Receivable that remained uncollected on the Accounts Receivable without obtaining 225th day after the written authorization of the Seller, and, even if the Seller provides such written authorizationClosing, Buyer shall have no obligation forward such amount to commence any such ActionSeller promptly. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the All amounts received by Buyer with respect to Seller or Parent after the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated Closing with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Outstanding Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall has not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable been transferred to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.029.9, upon reasonable advance notice and during normal business hours. shall be forwarded by Seller or Parent, as the case may be, to Buyer within five (e5) Following the expiration days of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablereceipt thereof. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly As soon as practicable after the Closing Date, Sellers shall deliver to Buyer a statement complete and detailed list of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect all the Accounts Receivable during for the Stations. During the period beginning on the Closing Date and ending on the 180th last day thereafter of the sixth full calendar month beginning after the Closing Date (the “Collection Period”"COLLECTION PERIOD"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agencyuse commercially reasonable efforts, legal counselas Sellers' agent, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining in the written authorization usual and ordinary course of business, using the SellerStations' credit, andsales and other appropriate personnel in accordance with customary practices, even if which may include referral to a collection agency. Notwithstanding the Seller provides such written authorizationforegoing, Buyer shall have no obligation not be required to commence institute legal proceedings on Sellers' behalf to enforce the collection of any such ActionAccounts Receivable. Buyer shall send all payments received on the not adjust any Accounts Receivable to or grant credit without Sellers' written consent, and Buyer shall not pledge, secure or otherwise encumber such Accounts Receivable or the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptproceeds therefrom. On or before the twentieth (20th) twelfth business day after the end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) remit to show the amounts Sellers collections received by Buyer with respect to the Accounts Receivable, together with a report of all amounts collected with respect to the Accounts Receivable during, as the case may be, the period from the Closing or the beginning of such month through the end of such month, less any sales commissions or collection costs paid by Buyer during the preceding calendar month respective periods with respect to those Accounts Receivable. (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredb) and the amount remaining outstanding under each particular Account Receivable. Any payment payments received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and any Person that is obligated an account debtor with respect to any account disclosed in the list of Accounts Receivable delivered by Sellers to Buyer shall be applied first to the invoice designated by the account debtor and, if none, such payment shall be applied to the oldest account which is not disputed. Buyer shall incur no liability to Sellers for any uncollected account, other than as a result of Buyer's breach of its obligations under this Section 6.7. Prior to the end of the third full calendar month after the Closing, neither Sellers nor any agent of Sellers shall make any direct solicitation of the account debtors for payment. After the end of the third full calendar month after the Closing, Sellers shall have the right, at their expense, to assist and participate with Buyer in the collection of unpaid Accounts Receivable, provided, however, Seller's collection efforts shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises commercially reasonable and consistent with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyerits past practices. (c) The Seller shall send all Remitted Payments by check, or at At the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration end of the Collection Period, Buyer shall deliver return to Sellers all files concerning the Seller all files, records, notes and any other materials relating collection or attempts to collect the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with Buyer's responsibility for the Seller (at the sole cost and expense collection of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableReceivable shall cease. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller On the Closing Date, Granite shall deliver to Buyer, on or promptly Buyer a statement listing all Accounts Receivable. During the period commencing with the Closing Date and ending the 120th calendar day after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same a manner that Buyer uses to collect is consistent with its practices for collection of its own accounts receivable; provided, that that, Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have under no obligation to commence or not to commence litigation or legal action to effect collection and may make any such Actionadjustment, concession or settlement which in the good faith judgment of Buyer is commercially reasonable; provided, further, that in no event shall Buyer incur any Liability for any failure to collect any Accounts Receivable except for its willful breach of this Section 2.3. Buyer shall send all payments received on the Accounts Receivable remit to the relevant Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the all amounts received collected by Buyer with respect to the Accounts Receivable owned by such Seller in accordance with the following schedule: (a) on or before the 20th day of the first complete calendar month after the Closing Date, remit all amounts collected up to the end of the previous month; and (b) on or before the 20th day of each succeeding month, remit all amounts collected during the preceding calendar month previous thereto; less, in the case of clauses (ora) and (b) above, if any sales commissions or collection costs paid or accrued by Buyer or its Affiliates in the Collection Period ends on ordinary course of business consistent with past practices of Sellers during the respective periods with respect to such Accounts Receivable. Buyer shall hold all such amounts so collected net of such sales commissions or collection costs in trust for Sellers in a day separate account, and with each remittance, Buyer shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Notwithstanding the foregoing, Buyer shall be entitled to retain and be under no obligation to remit to Sellers any amounts (including any accounts receivable) received by Buyer (or its Affiliates), and Sellers shall cause any amounts (including any accounts receivable) received by Sellers (or their Affiliates) to be promptly remitted to Buyer, in either case that are (a) attributable to the Business after the Closing Date or (b) attributable to any business (other than the last day Business) of a calendar monthBuyer (or its Affiliates); provided, that, absent specific direction from the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment Receivable counterparty, all payments received by Buyer during shall be first applied to the Collection Period from a customer oldest non-disputed Accounts Receivable of Sellers and Buyer shall not make any request of such counterparty inconsistent with such application to the Station that was or is also a customer of the Seller and that is obligated with respect to any oldest Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard Buyer’s obligations to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to collect the Accounts Receivable shall be retained by expire as of midnight on the Seller120th day following the Closing Date. Within ten (10) business days thereafter, to the extent not previously remitted to Granite, Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such remit to Granite all amounts collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following from the receipt by Closing Date until the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller date thereof with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day net of a calendar month, the month in which the Collection Period expired), and sales commissions or collection costs paid or accrued by Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivablethereto. Upon expiration of the Collection PeriodBuyer’s collection obligation under this Section 2.3, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost turn over to Granite all documents and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection records evidencing (a) of this Section will reflect all Seller lockbox receiptsthe Accounts Receivable which were paid to Granite hereunder and (b) the Accounts Receivable which remain uncollected, and the Seller will cooperate with Buyer to keep the Aging Reports currentGranite shall assume responsibility for collection of any remaining Accounts Receivable for its own account. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. Buyer agrees, as Seller's agent, to use its best efforts for a period of ninety (a90) The Seller days following the Commencement Date of the TBA (the "Collection Period") to collect in the usual and ordinary course of business the accounts receivable of the Station in existence as of the Commencement Date of the TBA. Buyer shall deliver not be required to Buyer, on institute any legal proceedings to enforce the collection of any Accounts Receivable or promptly after the Closing Date, a statement to refer any of the Accounts ReceivableReceivable to a collection agency. Buyer shall use commercially reasonable efforts not adjust any Accounts Receivable or grant credit without Seller's written consent, and any Accounts Receivable amounts collected on behalf of Seller shall be paid to Seller on the forty-fifth (without receipt 45th) and ninetieth (90th) days after the Commencement Date of any additional consideration from TBA. On the Sellerninetieth (90th) day after the Commencement Date of the TBA, Buyer shall return to Seller the uncollected Accounts Receivables, together will all files concerning the collection or attempts to collect the Accounts Receivable during the period beginning on the Closing Date Receivable, and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer Buyer's responsibility shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actioncease. Buyer shall send all payments received on the Accounts Receivable incur no liability to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptfor any uncollected account. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received All sums collected by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is any person obligated with respect to any Account Receivable shall be applied first to Seller's Accounts Receivable. After full satisfaction of Seller's account the balance, if any, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer's accounts. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Buyer acknowledges that all accounts receivable in respect solely of amounts due for periods prior to the Closing Date shall remain the property of the Sellers (the “Seller Accounts Receivable”) and that Buyer shall deliver not acquire any beneficial right or interest therein. Buyer shall promptly forward to Buyerthe Sellers all proceeds received by Buyer in respect of all Seller Accounts Receivable, plus such portion of the proceeds received by Buyer in respect of the Purchased Accounts Receivable as provided for in Section 3.6(c). (b) Subject to the allocation set forth in Section 3.6(c), the Sellers shall promptly forward to Buyer all proceeds from accounts receivable relating to the Business that are received by the Sellers on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration other than proceeds from the Seller) to collect the Seller Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own all such accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day receivable other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (Accounts Receivable being referred to as the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Purchased Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller For purposes of determining the amount of proceeds from any Purchased Accounts Receivable payable pursuant to Section 3.6(a) or Section 3.6(b), where such Purchased Accounts Receivable are paid on a periodic basis and are payable for a period (such as a fiscal quarter) that begins but does not end prior to the Closing Date, (x) the Sellers shall send all Remitted Payments by checkbe paid, or at the Seller’s electionretain, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (andas applicable, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration such portion of the Collection Period)Purchased Accounts Receivable as is equal to the entire amount of proceeds received in respect of such Purchased Accounts Receivable multiplied by a fraction the numerator of which is the number of days in such period ending on the day immediately prior to the Closing Date and the denominator of which is the number of days in the entire period for which such Purchased Accounts Receivable is paid and (y) Buyer shall be paid, or retain, as applicable, the Seller shall furnish Buyer with a list balance of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Sectionsuch proceeds. (d) Notwithstanding anything to the contrary in this Section 3.6, promptly following the Closing, Buyer and shall either set up its own post office box or make other arrangements for the Seller shall each be entitled during the sixty (60)-day period following expiration collection of the Collection Period to inspect and audit the records maintained accounts receivable generated by the other party pursuant Business following the Closing and will direct Licensees of the Business to this Section 6.02, upon reasonable advance make payment to such post office box or provide them with appropriate notice regarding the place of payment and during normal business hoursrelated instructions. (e) Following Buyer and the expiration of the Collection Period, neither Buyer nor the Seller Sellers shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over provide to the Seller any amounts subsequently paid each other access to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes records and any other materials relating to the Accounts Receivable. Upon expiration books of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) account for the purpose of collecting verifying any outstanding Accounts Receivable. (f) Buyer acknowledges funds that have been remitted to each to verify collection and disposition of the Seller may maintain all established cash management lockbox arrangements proceeds of the accounts receivable in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of accordance with this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current3.6. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Buyer will cause the Corporation and the Subsidiaries to take commercially reasonable efforts to collect accounts receivable which were outstanding as of the Closing Date and included in the Working Capital Statement (“Existing Accounts”), which efforts will be deemed not to include judicial action or legal demand. After 120 days following Closing, the Seller shall deliver Representative may participate in the Corporation's collections efforts with respect to BuyerExisting Accounts then outstanding and subject to this Section 5.13. Such participation may include contacting customers directly, on or promptly and the Buyer will cause the Corporation and the Subsidiaries to cooperate with the Seller Representative by providing information to enable the Seller Representative to participate in the collection efforts, including the details of any outstanding Existing Accounts, and the name and contact information for each applicable customer. (b) If the Buyer creates additional accounts receivable from an account debtor who is also an account debtor under certain Existing Accounts after the Closing DateDate (“New Accounts”), a statement and such account debtor makes only partial payment of its obligations in respect of the New Accounts Receivableand the Existing Accounts, such partial payments will be allocated to payment of the New Accounts or Existing Accounts as such account debtor designates in writing with its payments. Buyer shall use commercially reasonable efforts If the account debtor does not make any such designation, then for the purpose of this section, such payments will be applied on a first-issued, first-paid basis. For any account debtor in bankruptcy proceedings, such payments will be allocated as determined by a court of competent jurisdiction. (without receipt of any additional consideration from the Sellerc) to collect the Accounts Receivable during During the period beginning on the Closing Date and ending on the 180th day thereafter following Closing (the “Collection PeriodReview Date”), the Buyer will provide the Seller Representative with a report within five Business Days after the end of each month listing all Existing Accounts and showing in detail any payment history as well as, in reasonable detail, a description of collection efforts. After the same manner that Review Date, the Buyer uses will provide the Seller Representative with such a report within five Business Days after the end of each month only in respect of Existing Accounts for which the Buyer received a reimbursement for an AR Shortfall in accordance with this Section 5.13 until the earlier of: (a) the date on which the parties agree not to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means further collection proceedings in respect of collections such accounts; or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer date on which collection of the accounts becomes statute barred pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Sectionapplicable limitations legislation. (d) The Buyer will produce a statement current to the Review Date (the “AR Statement”) listing all Existing Accounts and identifying all amounts collected with respect to such Existing Accounts and any collections of other accounts receivable issued prior to Closing which were written off prior to Closing and not included in the Seller shall each be entitled during Working Capital Statement (“Other Pre-Closing Collections”), which AR Statement will include a calculation showing, as applicable, either: (i) the sixty (60)-day period following expiration amount by which the outstanding Existing Accounts exceeds the aggregate of the Collection Period reserve referred to inspect in Section 3.1(u) and audit the records maintained by the other party any Other Pre-Closing Collections (as such amounts may be adjusted pursuant to this the dispute resolution proceedings described below) (“AR Shortfall”); provided that, in respect of Existing Accounts which remain outstanding on the Review Date because of a customer setting off obligations relating to its dealings with the Corporation or the Subsidiaries after closing, the amount of any such set off will be excluded from the amount of such Existing Account outstanding on the Review Date; or (ii) the amount by which the aggregate of the reserve referred to in Section 6.02, upon reasonable advance notice 3.1(u) and during normal business hoursany Other Pre-Closing Collections exceeds the outstanding Existing Accounts (as such amounts may be adjusted pursuant to the dispute resolution proceedings described below) (“AR Surplus”). (e) Following the expiration of the Collection Period, neither The Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over will deliver such AR Statement to the Seller any amounts subsequently paid to it with respect to any Accounts ReceivableRepresentative on or before the fifth day of the month following the Review Date. Within twenty (20) days ten Business Days after expiration receipt of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection PeriodAR Statement, the Seller may pursue collections Representative will either: confirm the calculation of all remaining Accounts ReceivableAR Shortfall or AR Surplus, and Buyer shall otherwise cooperate with as applicable; or dispute the calculation of AR Shortfall or AR Surplus, as applicable, setting out in reasonable detail the Seller (at Representative's objections to the sole cost and expense of calculation. If the Seller and without taking any actions not required under Representative disputes the AR Shortfall, the process for dispute resolution in Section 6.02(a2.4(d) above) for the purpose of collecting any outstanding Accounts Receivablewill apply mutatis mutandis. (f) Buyer acknowledges that Upon confirmation of an AR Shortfall pursuant to (e), above, the Seller may maintain all established cash management lockbox arrangements in place at Sellers will pay 50% of the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer AR Shortfall (“Indemnification Amount”) to the Seller under subsection (a) Buyer as follows: the Buyer will be entitled to withdraw the lesser of this Section will reflect all Seller lockbox receiptsthe Indemnification Amount and the remaining balance of the Holdback within two days of notice to the Escrow Agent to the Buyer, and the Sellers will pay any remaining outstanding portion of the Indemnification Amount to the Buyer within five Business Days of receipt of a written request from the Buyer. Upon confirmation of an AR Surplus pursuant to (e), above, the Buyer will pay 50% of the AR Surplus to the Sellers within five Business Days of receipt of a written request from the Seller will cooperate with Buyer to keep the Aging Reports currentRepresentative. (g) The Seller shall promptly In the event of a confirmed AR Shortfall the Sellers will have the right to pay over 50% of any third party costs incurred to Buyer pursue collection of accounts after the Review Date and in such event any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivablescollections made net of expenses will be shared. (h) If either party fails The Sellers will have the right, upon reasonable notice and during business hours, to timely remit any amounts collected designate representatives to audit the financial records of the Corporation and required the Subsidiaries to be paid to the other party pursuant to confirm compliance with this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment5.13. (i) All amounts received by Several sample calculations based on the Seller (other than amounts representing Remitted Payments) pursuant to provisions of this Section 6.02 shall not be required to be refunded or repaid by the Seller are set out at SCHEDULE W for any circumstanceillustrative purposes.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer Purchaser shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) its Best Efforts to collect the Accounts Receivable during included in the Acquired Assets for the 120 calendar day period beginning on immediately following the Closing Date and ending on the 180th day thereafter (the “Accounts Receivable Collection Period”). Within ten (10) business days following the end of the Accounts Receivable Collection Period, the Purchaser shall prepare, or cause to be prepared, and deliver to the Seller a report (the “Accounts Receivable Report”) setting forth the amount of such Accounts Receivable that has not been collected by the Purchaser by the end of the Accounts Receivable Collection Period, net of the reserves that have been provided for Accounts Receivable in the Closing Statement (the “Uncollected Accounts Receivable”). (b) The Seller shall have ten (10) business days from the receipt of the Accounts Receivable Report to review the same (the “Accounts Receivable Review Period”). For the purpose of such review, the Purchaser shall afford the Seller or its accountants and Representatives the right to inspect the Purchaser’s records related to the Accounts Receivable. In the event the Seller disputes the Uncollected Accounts Receivable, the Seller shall provide written notice to the Purchaser within the Accounts Receivable Review Period, setting forth the basis of such dispute (the “Accounts Receivable Dispute Notice”). If the Seller and the Purchaser cannot resolve such dispute, if any, within five (5) business days after the end of the Accounts Receivable Review Period, such dispute shall be resolved pursuant to Section 1.4(d). If the Seller does not give the Purchaser the Accounts Receivable Dispute Notice within ten (10) business days of receipt of the Accounts Receivable Report, then the Accounts Receivable Report and the Uncollected Accounts Receivable shall be final for all purposes. (c) Within fifteen (15) business days after delivery of the Accounts Receivables Report or, in the same manner that Buyer uses to collect its own accounts receivable; providedevent of a dispute, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect within five (5) business days after the Accounts Receivable without obtaining the written authorization resolution of the Seller, and, even if dispute by mutual agreement of the Seller provides such written authorizationand the Purchaser or the determination of the Independent Accounting Firm, Buyer as applicable, the Purchaser shall have no obligation to commence any such Action. Buyer shall send all payments received on transfer the Uncollected Accounts Receivable to the Seller by check orand the Seller shall transfer to the Purchaser, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into funds, an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect amount equal to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day amount of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any such Uncollected Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such net of reserves that have been provided for Accounts Receivable in writingthe Closing Statement, together with interest thereon from the Closing Date to the date of the payment at the three-month London Interbank Offered Rate (LIBOR) as reported on the Closing Date in The Wall Street Journal. If during any Accounts Receivable that are transferred to the Collection Period a dispute arises with regard to an account included among Seller are subsequently collected by the Accounts ReceivablePurchaser, Buyer the Purchaser shall promptly advise the Seller thereof and shall return that account remit such amounts to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to BuyerAt the Closing, on or promptly after the accounts receivable of the Company and its Subsidiaries as of the Closing DateDate that are included in the Assets (the "Accounts Receivable"), less a statement reserve placed in a sub-account of the Accounts ReceivableEscrow in an amount equal to ten percent (10%) of their face amount (the "A/R Reserve Escrow"), shall be determined. As of the date four (4) months (the "Collection Period') following the Closing, Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from determine in good faith the Seller) to collect amount, if any, by which the Accounts Receivable during exceed the period beginning on actual collection of such Accounts Receivable after applying any applicable customer deposits or credits made or given prior to the Closing Date and ending on with respect to such Accounts Receivable or the 180th day thereafter transactions giving rise thereto (the “"Accounts Receivable Deficiency") at the expiration of such Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar monthshall, within twenty (20) days after following the expiration of such Collection Period, provide the Company with reasonably satisfactory evidence of the amount of the Accounts Receivable Deficiency and the components thereof, and subject to the provisos below, shall assign to the Company any such Accounts Receivable which have not been collected within the Collection Period), and any rights to interest and/or penalties relating thereto, provided that: (i) Buyer shall furnish Seller with a list (the “Aging Report”) may elect to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to retain any such Accounts Receivable, shall be deposited (without offset) by Buyer in which event the Seller Account (each aggregate amounts of such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by excluded in determining the Seller. Accounts Receivable Deficiency; or (ii) Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due may elect to a pre-Effective Time sale order, then Buyer shall have return the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected uncollected Accounts Receivable to Seller (with documentation reflecting the payment of commissions Company at their book value to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after determine the Effective TimeAccounts Receivable Deficiency. (b) Each Specified Payment Except where (i) a customer that owes an Account Receivable is on a COD basis on the day of the Closing, or (ii) Buyer in good faith, converts a customer to COD basis after Closing, the first payments received by the Seller Buyer or its successors in interest from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices such customer shall be applied to the payment of the oldest outstanding balance of such customer's account. Payments made to Buyer or its successors in interest by the Seller any such customer for products sold by Buyer or its successors in interest on a COD basis shall not be applied to the Accounts Receivable for such customer outstanding for that existed prior to the longest amount of time until paid in fullClosing, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) but shall be promptly remitted retained exclusively by Buyer or its successors in interest. Buyer agrees to notify the Seller to BuyerCompany at the time Buyer or its successors in interest place any customer on a COD basis. (c) The Seller Buyer agrees to use its best efforts to collect Accounts Receivable, but shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect not be required to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Sectioninstitute legal action for any collection. (d) Buyer and On or about the Seller shall each be entitled during date three (3) months after the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02Closing Date, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to provide the Seller any amounts subsequently paid to it Company with a status report setting forth in reasonable detail Buyer's collections of, and collection efforts with respect to, the Accounts Receivable and confer with the Company regarding appropriate steps to any be taken to collect unpaid Accounts Receivable. Within twenty twenty-five (2025) days after expiration the Company's receipt of Buyer's written notice of the Collection PeriodAccounts Receivable Deficiency, Buyer shall deliver to receive from the Seller all files, records, notes and any other materials relating to A/R Reserve Escrow the Accounts ReceivableReceivable Deficiency, with interest on such Accounts Receivable Deficiency, as earned on such amount under the A/R Reserve Escrow. Upon expiration In the event that the A/R Reserve Escrow is insufficient to satisfy the Accounts Receivable Deficiency, then such insufficiency shall be deducted from the Escrow Fund. In the event the amount of the Collection PeriodA/R Reserve Escrow exceeds the Accounts Receivable Deficiency, then the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller Escrow Agent shall promptly pay over transfer the excess to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivablesCompany. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver To the extent not inconsistent with the terms of the Transition Services Agreement, subject to Buyerthe terms and conditions of this Section 9.4, on or promptly after the Closing Date, and on a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationweekly basis, Buyer Parent shall have promptly (but in no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds event later than ten (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2010) days after expiration of receipt thereof) deliver to Seller Parent any cash, checks or other property that Buyer Parent receives following the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect Closing to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period extent relating to the Accounts Receivable included in the Excluded Assets. After the Closing and on a weekly basis, Seller Parent shall be retained by promptly (but in no event later than ten (10) days after receipt thereof) deliver to Buyer Parent any cash, checks or other property that Seller Parent receives to the Sellerextent relating to the Business, Acquired Assets, or Acquired Entities. Seller Parent, on the one hand, and Buyer shall not discountParent, offseton the other hand, adjust will promptly deliver to the other a true copy of any written notice of a dispute as to the validity or otherwise compromise enforceability of any Accounts Receivable received from the debtor of such Accounts Receivable; provided. Neither Seller Parent nor Buyer Parent shall agree to any settlement, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder discount or reduction of the collected Accounts Receivable belonging to the other Party. Neither Seller (with documentation reflecting Parent nor Buyer Parent shall assign, pledge or grant a security interest in the payment Accounts Receivable of commissions the other Party to such Transferred Employees). Buyer shall be responsible to notify any third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated party or claim a security interest or right in writing as a payment of a particular invoice or invoices shall be applied by the Seller and to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in fullReceivable, and any portion payment of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports not be subject to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further off-set. The Parties’ collection obligations under this Section 6.029.4 shall not include any obligation to initiate a Proceeding, except that Buyer shall promptly pay over to engage a collection agent or take any other legal action for the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty collection or sale (20as the case may be) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (Receivable other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by in the Seller for any circumstanceOrdinary Course of Business.

Accounts Receivable. With respect to Accounts Receivable, Borrower, based upon its information, knowledge and belief, represents and warrants as of the date hereof, and as of the date of each request for a Money Advance, and so long as this Agreement is in effect that: (a) The Seller shall deliver to BuyerEach Account Receivable represents a bona fide existing, on or promptly after the Closing Date, a statement valid and legally enforceable indebtedness of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)Account Debtor named therein, payable in the same amount, time and manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer stated in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.invoice therefor; (b) Each Specified Payment received Account Receivable and invoice represents a bona fide account due in the ordinary course of Borrower’s business and Borrower further represents that the kind, quality and quantity of the goods or services described therein have been completely delivered or performed and, at time of delivery or performance, have been accepted by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable Account Debtor and for such customer outstanding for the longest amount of time until paid in fullwhich proper receipts have been received by, and any portion are in the possession of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer.Borrower; (c) The Seller shall send all Remitted Payments by checkEach Account Receivable is free from any claim for credit, deduction, allowance, dispute, defense, set-off or at counter-claim except discount for prompt payment as specifically set forth on the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired)invoice therefor, and Buyer shall use that information the same is valid and enforceable according to its terms in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section.full amount stated; (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration Each Account Receivable is not subject to an interest, security interest or claim of the Collection Period to inspect and audit the records maintained interest, by the other any party pursuant not a party to this Section 6.02, upon reasonable advance notice and during normal business hours.Agreement; (e) Following Each Account Receivable is not subject to any credit (except discount for prompt payment), and Borrower has not received any complaint by the expiration Account Debtor as to Account Debtor’s liability for payment thereof, in the full amount thereof, nor has there been any notification received by Borrower of any returns of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over goods or services giving rise to the Seller any amounts subsequently paid to it with respect to any Accounts each Account Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable.; (f) Buyer acknowledges that Borrower has no knowledge of the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted insolvency of an Account Debtor or of any action or proceeding by Buyer to the Seller or against an Account Debtor under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current.any federal or state debtor’s relief statute; and (g) The Seller shall promptly pay over to Buyer any monies received Each Account Receivable is assignable by law and also by the Seller through its lockbox that are intended as a payment on Buyer’s receivablesterms of the contract or agreement giving rise thereto. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller OWNERS shall deliver retain its right, title and interest in and to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own all unpaid accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer receivable with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station Facilities that was or is also a customer of the Seller and that is obligated with respect relate to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account all periods prior to the Seller. Any payments that are made directly Effective Time, including any accounts receivable arising from rate adjustments which relate to periods prior to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to even if such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to adjustments occur after the Effective Time. OWNERS unpaid accounts receivables with respect to the Facilities are more particularly described on Schedule 3.03 attached hereto. NEW OPERATORS shall retain its right, title and interest in and to all accounts receivable with respect to the Facilities that relate to all periods on and after the Effective Time, including any accounts receivable arising from rate adjustments. 3.03.1 Payments received by OWNERS or NEW OPERATORS with respect to the Facilities from residents or third party payors, such as the Medicare Program, the Medicaid Program, the Veteran’s Administration, or managed care companies or health maintenance organizations, shall be handled, as follows: (a) OWNERS shall provide the NEW OPERATORS with a copy of all accompanying remittance advices (singularly, an “RA”), as hereinafter provided in Section 3.03.2(b) below. If the accompanying RA indicates, or if the parties agree, that the payments relate solely to periods prior to the Effective Time, (A) in the event that such payments are received by NEW OPERATORS, NEW OPERATORS shall promptly forward to OWNERS (but in any event, not later than five (5) business days following the receipt of such payment, and until so forwarded, shall be held in trust for the benefit of OWNERS), and (B) in the event that such payments are received by OWNERS, OWNERS shall retain the payments; (b) Each Specified Payment if the accompanying RA indicates, or if the parties agree, that the payments relate solely to periods after the Effective Time, (A) in the event that such payments are received by NEW OPERATORS, NEW OPERATORS shall retain the Seller from Buyer pursuant payments, and (B) in the event that such payments are received by OWNERS, OWNERS shall promptly forward to Section 6.02(aNEW OPERATORS (but in any event, not later than five (5) that is not specifically designated in writing as a payment business days following the receipt of a particular invoice or invoices such payment, and until so forwarded, shall be applied by the Seller to the Accounts Receivable for such customer outstanding held in trust for the longest amount benefit of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer.NEW OPERATORS); (c) The Seller shall send all Remitted Payments by checkif the accompanying RA, or at if the Seller’s electionparties agree, that the payments relate to periods both prior to and after the Effective Time, the party who receives the payment shall deposit all Remitted Payments promptly forward to the other party (without offsetbut in any event, not later than five (5) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day business days following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20such payment) days after expiration that portion of the Collection Period)payment that relates to the period of time, either prior to or after the Seller shall furnish Buyer with a list Effective Time, as the case may be, and for which that portion of the amounts received directly by Seller with respect to payment is due the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section.party; and (d) Buyer if the accompanying RA does not indicate the period to which a payment relates or if there is no accompanying RA and if the Seller parties do not otherwise agree as to how to apply such payment, then for a period of thirty (30) days post- Closing the payment shall each be entitled during deemed first to apply against the sixty (60)-day period following expiration oldest outstanding account receivable due from such payor. Any sum in excess of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) amount due OWNERS for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at services prior the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to NEW OPERATORS, as hereinabove described. Any payments received after the thirty (30) day period provided for in this Section 6.02, 3.03.1(d) shall first be applied to the newest outstanding account receivable due from such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentpayor. 3.03.2 (ia) All amounts received NEW OPERATORS shall forward to OWNERS via facsimile any and all RAs, explanation of benefits, denial of payment notices and all other correspondence related to the services provided by OWNERS prior to the Seller Effective Time within five (other than amounts representing Remitted Payments5) pursuant to this Section 6.02 shall not be required to be refunded or repaid by business days following the Seller for any circumstancereceipt of such documents.

Accounts Receivable. (a) The Seller As soon as practicable after the Closing Date or any Radio Group Closing Date, as the case may be, Sellers shall deliver to Buyer, on or promptly after the Closing Date, Buyer a statement complete and detailed list of all the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during During the period beginning on the Closing Date or Radio Group Closing Date, as applicable, and ending on the 180th last day thereafter of the sixth full calendar month beginning after the Closing Date or Radio Group Closing Date, as applicable (the “Collection Period”"COLLECTION PERIOD"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agencyuse commercially reasonable efforts, legal counselas Sellers' agent, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining in the written authorization usual and ordinary course of business, using the SellerStations' credit, andsales and other appropriate personnel in accordance with customary practices, even if which may include referral to a collection agency. Notwithstanding the Seller provides such written authorizationforegoing, Buyer shall have no obligation not be required to commence institute legal proceedings on Sellers' behalf to enforce the collection of any such ActionAccounts Receivable. Buyer shall send all payments received on the not adjust any Accounts Receivable to or grant credit without Sellers' written consent, and Buyer shall not pledge, secure or otherwise encumber such Accounts Receivable or the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptproceeds therefrom. On or before the twentieth (20th) twelfth business day after the end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) remit to show the amounts Sellers collections received by Buyer with respect to the Accounts Receivable, together with a report of all amounts collected with respect to the Accounts Receivable during, as the case may be, the period from any Closing or the beginning of such month through the end of such month, less any sales commissions or collection costs paid by Buyer during the preceding calendar month respective periods with respect to those Accounts Receivable. (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredb) and the amount remaining outstanding under each particular Account Receivable. Any payment payments received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and any Person that is obligated an account debtor with respect to any account disclosed in the list of Accounts Receivable delivered by Sellers to Buyer shall be applied first to the invoice designated by the account debtor and, if none, such payment shall be applied to the oldest account which is not disputed. Buyer shall incur no liability to Sellers for any uncollected account, other than as a result of Buyer's breach of its obligations under this Section 6.7. Prior to the end of the third full calendar month after any Closing, neither Sellers nor any agent of Sellers shall make any direct solicitation of the account debtors for payment. After the end of the third full calendar month after any Closing, Sellers shall have the right, at their expense, to assist and participate with Buyer in the collection of unpaid Accounts Receivable, provided, however, Seller's collection efforts shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises commercially reasonable and consistent with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyerits past practices. (c) The Seller shall send all Remitted Payments by check, or at At the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration end of the Collection Period, Buyer shall deliver return to Sellers all files concerning the Seller all files, records, notes and any other materials relating collection or attempts to collect the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with Buyer's responsibility for the Seller (at the sole cost and expense collection of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableReceivable shall cease. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Each Seller shall deliver hold in trust for, and, within five (5) Business Days of such Seller’s receipt, pay to, Buyer any and all proceeds from: (i) GACCF Accounts Receivable relating to Buyer, the GAC Franchise Business that are received by GACCF following the Closing Date to the extent such proceeds relate to a period ending on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts ; (without receipt of any additional consideration from the Sellerii) to collect the GAM Accounts Receivable during relating to the period beginning on GAC Manufacturing Business that are received by GAM following the Closing Date and to the extent such proceeds relate to a period ending on or after the 180th day thereafter Closing Date (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredSections 3.7(a)(i) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offsetii) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified PaymentsBuyer Accounts Receivable”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time.; (b) Each Specified Payment received by The parties agree that each Seller, as applicable, will continue to collect the Seller from Buyer Accounts Receivable through the applicable Seller’s current EFT system pursuant to Section 6.02(a) that is not specifically designated and until such time as stipulated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for Transition Services Agreement and forward such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller amounts to Buyer. (c) The Buyer acknowledges that all GACCF Accounts Receivable and GAM Accounts Receivable in respect of amounts due from Franchisees or any Persons prior to the Closing Date shall remain the property of each Seller, as applicable, (the “Seller Accounts Receivable”) and that Buyer shall send all Remitted Payments by check, not acquire any beneficial right or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by interest therein. An estimate of the Seller thereofAccounts Receivable calculated as of September 29, 2007 is set forth on Schedule 3.7. On A revised estimate of the twentieth day Seller Accounts Receivable as of each calendar month during the Collection Period Closing Date shall be calculated within ten (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2010) days after expiration of the Collection Period)Closing Date, with the Seller shall furnish Buyer Accounts Receivable to be finalized and updated in connection with a list the preparation of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this SectionClosing Statement. (d) Buyer and Notwithstanding anything to the Seller contrary set forth in Section 3.7(b), the Sellers shall each be entitled during to retain from the sixty (60)-day period following expiration of the Collection Period amounts collected pursuant to inspect and audit the records maintained Section 3.7(b) any Seller Accounts Receivable actually received by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hoursSellers from a Franchisee. (e) Following Within 10 days following the expiration end of each calendar month following the Collection PeriodClosing Date, neither Buyer nor shall forward to the Sellers any amounts actually received by Buyer following the Closing Date that are designated by a Franchisee as Seller shall have any further obligations under Accounts Receivable. For purposes of determining the amount of Seller Accounts Receivable payable to the Sellers for purposes of this Section 6.023.7, except (x) in the case of Seller Accounts Receivable received in respect of a period (such as a fiscal quarter or other similar period for which such amounts are paid) that Buyer was completed prior to the Closing Date, the entire amount of such Seller Accounts Receivable shall promptly pay over be paid to the Sellers and (y) in the case of any Seller Accounts Receivable that are paid on a periodic basis and are payable for a period (such as a fiscal quarter) that includes, but does not end prior to, the Closing Date, the Sellers shall be paid a portion of such Seller Accounts Receivable equal to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) Receivable for the purpose entire applicable period multiplied by a fraction the numerator of collecting any outstanding which is the number of days in such period ending on the Closing Date and the denominator of which is the number of days in the entire period for which such Seller Accounts ReceivableReceivable are paid. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer Notwithstanding anything to the Seller under subsection (a) of contrary in this Section will reflect all 3.7, neither Seller, MFFB nor any of their Affiliates shall be entitled to contact any Franchisee regarding any past due Seller lockbox receiptsAccounts Receivable without Buyer’s prior approval, and the Seller will cooperate with Buyer to keep the Aging Reports currentwhich approval shall not be unreasonably withheld. (g) The Seller Buyer and the Sellers shall promptly pay over provide to Buyer each other reasonable access to files, records and books of account for the purpose of verifying any monies received by funds that have been remitted to each to verify collection of the Seller through its lockbox that are intended as a payment on Buyer’s receivablesaccounts receivable. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The 16.1 Seller shall deliver retain whatever right, title and interest it may have in and to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own all unpaid accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer receivable with respect to the Accounts Receivable during Facility which relate to the preceding calendar month period prior to the Effective Date, including, but not limited to, any accounts receivable arising from rate adjustments which relate to the period prior to the Effective Date even if such adjustments occur after the Effective Date (or, if the Collection Period ends on a day other than the last day "SELLER'S A/R"). New Operator (i) shall do nothing to interfere with any and all of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated Seller's rights with respect to the Seller's A/R, including but not limited to, the right to collect the same and to enforce any Accounts Receivableand all of Seller's rights with respect to Seller's A/R, (ii) agrees that if it receives any proceeds with respect to the Seller's A/R, New Operator will hold such proceeds in trust for Seller and shall promptly turn over those proceeds to Seller (until directed otherwise by Seller in writing) without demand, in the form received, and (iii) agrees to indemnify, defend and hold harmless Seller from any and all losses, costs, damages and expenses, including, but not limited to, reasonable attorneys fees, which Seller may incur in the event of a breach by New Operator of its obligations under this Section 16.1. 16.2 Within ten (10) business days following the Effective Date, Seller shall provide New Operator with a schedule setting forth by patient its outstanding accounts receivable with respect to the Facility as of the Effective Date. 16.3 In furtherance and not in limitation of the requirements set forth in Section 16.1, payments received by New Operator from and after the Effective Date from third party payors, including but not limited to Medicare, Medicaid, managed care and health insurance, shall be deposited (without offset) by Buyer in handled as follows: 16.3.1 If such payments specifically indicate on the Seller Account (each such paymentaccompanying remittance advice, a “Specified Payment” andor the parties otherwise agree, collectivelythat they relate to the period prior to the Effective Date, the “Specified Payments”)payments shall be forwarded to Seller by New Operator, unless along with the customer disputes applicable remittance advice, promptly, but in no event more than three (3) business days, after receipt thereof; 16.3.2 If such Accounts Receivable in writing. If during payments indicate on the Collection Period a dispute arises with regard to an account included among accompanying remittance advice, or the Accounts Receivableparties otherwise agree, Buyer shall promptly advise the Seller thereof and shall return that account they relate to the Seller. Any payments that are made directly to period on or after the Seller during the Collection Period relating to the Accounts Receivable Effective Date, they shall be retained by New Operator; and 16.3.3 If the Seller. Buyer period(s) for which such payments are made is not indicated on the accompanying remittance advice, and the parties are unable to agree as to the periods which such payments relate, the parties shall not discountassume that each payment relates to the oldest outstanding unpaid receivables for reimbursement and, offsetbased on such assumption, adjust the portion thereof which relates to the period on and after the Effective Date shall be retained by New Operator and the balance shall be remitted to Seller promptly, but in no event more than three (3) business days, after receipt thereof. 16.4 Any payments received by New Operator during the first ninety (90) days after the Effective Date from or otherwise compromise any Accounts Receivable; providedon behalf of private pay patients with outstanding balances as of the Effective Date which fail to designate the period to which they relate, that if any Transferred Employee is due a commission for such collected payments due will first be applied by New Operator to a reduce the patients' pre-Effective Time sale orderDate balances, then Buyer with any excess applied to reduce any balances due for services rendered by New Operator after the Effective Date. Thereafter all non-designated payments will first be applied to any post-Effective Date balances, with the excess, if any, applied to the extent of any balances due for services rendered by Seller prior to the Effective Date. 16.5 Nothing herein shall be deemed to limit in any way Seller's rights and remedies to recover accounts receivable due and owing Seller under the terms of this Agreement. 16.6 In the event the parties mutually determine that they misapplied any payment hereunder, the party that erroneously received the payment shall remit it to the other party promptly, but in no event more than three (3) business days, after the determination of misapplication is made. 16.7 For the six (6) month period following the Effective Date or until Seller receives payment of all accounts receivable attributed to the operation of the Facility prior to the Effective Date, whichever is sooner, New Operator shall provide Seller with an accounting by the 20th day of each month setting forth all amounts received by New Operator during the preceding month with respect to Seller's A/R which are set forth in the schedule provided by Seller pursuant to Section 16.2. New Operator shall deliver such accounting to Seller at the address provided in Section 24.8(b). Seller shall have the right to use that collected payment inspect all cash receipts of New Operator during weekday business hours in order to pay confirm New Operator's compliance with the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends obligations imposed on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of it under this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration 16.8 The obligations of the Collection Period parties to inspect and audit forward the records maintained by the other party accounts receivable payments pursuant to this Section 6.0216 are absolute and unconditional and irrespective of any circumstances whatsoever which might constitute a legal or equitable discharge, upon reasonable advance notice and during normal business hours. (e) Following the expiration offset, counterclaim or defense of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Periodparties, the Seller may pursue collections right to assert any of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablewhich is hereby waived. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. Seller and Shareholder represent and guaranty to Buyer that all of the Seller's accounts receivable, including without limitation, trade, non-trade and factored accounts receivable (acollectively referred to as the "Accounts Receivable") The Seller shall deliver to Buyer, on or promptly after existing as of the Closing Datehave arisen from bona fide transactions by Seller, a statement of the and are valid and collectible at their face amounts. Accounts ReceivableReceivable and any previously collected accounts receivable are not subject to returns or allowances. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the all Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter sixty (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable60) days after Closing; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationhowever, Buyer shall have no obligation not be required to commence any such Actionretain a collection agency or initiate legal proceedings for this purpose. Buyer shall send all All payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period trade creditors relating to the their Accounts Receivable shall be retained by applied first to the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions applicable invoice to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that account debtor which is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller equal to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in fullsuch payment or which is specified by such creditor, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar monthnone, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on oldest undisputed account. Within a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during reasonable time following the sixty (60)-day 60) day collection period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection PeriodClosing, Buyer shall deliver to the Seller all filesa schedule of Accounts Receivable which are uncollected, records, notes and any other materials relating to the Accounts Receivable. Upon expiration which shall list each Account Receivable of the Collection Period, the Seller may pursue collections existing at Closing which has not been collected in full as of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. such schedule and which Buyer desires not to retain (i) All amounts received the "Uncollected Accounts"). Seller and Shareholder agree to repurchase, without recourse, by means of a setoff against the Note, all of the Uncollected Accounts. On the date that the Buyer delivers to Seller the schedule of uncollected Accounts Receivable (the "Delivery Date"), the principal amount outstanding on the Note shall be reduced by the Seller (other than amounts representing Remitted Payments) pursuant amount of the Uncollected Accounts, plus the amount of interest that has accrued on the portion of the principal amount of the Note equal to this Section 6.02 the Uncollected Accounts from the Closing through the Delivery Date. Upon Seller's repurchase as provided herein, Buyer shall not be required unconditionally transfer all of its right, title and interest in the Uncollected Accounts to be refunded or repaid by the Seller for any circumstanceSeller, without recourse.

Accounts Receivable. All accounts and notes receivable of Temple at the Closing, whether reflected in the Financial Statements or otherwise (a) The herein called the "Receivables"), represent sales actually made in the ordinary course of business consistent with past practice; none of the Receivables is subject to any counterclaim or set-off other than normal sales adjustments or allowances consistent with past practice; and all the Receivables are collectible in the ordinary course of business at the aggregate amounts thereof, net of any reserve reflected in the Financial Statements. Following the Closing, Seller and/or Buyer shall deliver to Buyerapply amounts received from parties who have Receivables in accordance with their instructions and, on or promptly in the event no instructions are given, against the oldest accounts first. Within five business days after the Closing Dateend of each month following the Closing, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt send to Seller an accounting for that month of any additional consideration from payments received against the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending Receivables. If on the 180th day thereafter (following the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization Closing Date an amount of the Seller, and, even if Receivables equal to the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received aggregate amount of the Receivables on the Accounts Receivable to the Seller by check orClosing Balance Sheet (as hereinafter defined) (with no reduction for any reserve for uncollectibility) have not been collected, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment cause Seller to pay purchase such unpaid Receivables (or any unpaid portion thereof) from Buyer in the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable following manner: Buyer shall certify to Seller (with documentation reflecting the payment of commissions amounts, names and addresses for each such unpaid Receivable, and Seller shall disburse to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller an amount equal to the Accounts Receivable for such customer outstanding for aggregate unpaid amount so certified, less the longest amount reserve on the Closing Balance Sheet. Upon receipt of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at payment from the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver transfer the unpaid Receivables to the Seller all filesif so requested by it. In addition, records, notes Seller shall repay to Buyer vendor receivables and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (disputed vendor debits at the sole cost and expense of the same time. If Seller and without taking any actions does not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) satisfy this payment obligation, then Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until deduct such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentEscrow Amount. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The After the Closing, Buyer shall have full right and authority to collect for its own account all Accounts Receivable reflected on in the Closing Date Balance Sheet without any allowance for doubtful accounts ("Closing Accounts Receivable"). Each Seller and each Herndon Seller shall deliver immediately pay to Buyer, on or promptly Buyer any amount received by such Seller after the Closing Dateattributable to payme▇▇ ▇▇ ▇ny Closing Accounts Receivable, a statement except with respect to Assigned Receivables after assignment thereof to Parent as provided below. In the event that as of the date that is 180 days after the Closing Date (the "Adjustment Date") Buyer shall not have been paid in full in respect of Closing Accounts Receivable an amount equal to the Closing Accounts Receivable. , Buyer shall use commercially reasonable efforts give Parent written notice (without receipt the "Receivables Notice") specifying the sum of any additional consideration from (i) the Seller) to collect the aggregate amount of Closing Accounts Receivable collected by Buyer during the period beginning on from the Closing Date through the Adjustment Date and ending (ii) the aggregate amount of Inventory (valued at original cost) that (x) is the subject of a Closing Accounts Receivable, (y) has been returned to Buyer during the period from the Closing Date through the Adjustment Date and (z) is not Defective Inventory (the "Collected Amount"). If the face amount of the Closing Accounts Receivable exceeds the Collected Amount, (i) such excess (the "Receivables Deficiency"), plus interest accrued on the 180th day thereafter amount thereof from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate in effect from time to time, shall be paid by Parent to Buyer within five Business Days after the date that the Receivables Notice is given in immediately available funds and (ii) upon receipt of such payment, Buyer shall assign to Parent any Closing Accounts Receivable that were not collected during the period from the Closing Date through the Adjustment Date (the “Collection Period”"Assigned Receivables"), in the same manner that Buyer uses . Upon an assignment to collect its own accounts receivable; provided, that Buyer shall be not commence any Action Parent of Assigned Receivables pursuant to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationthis Section, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated further responsibility with respect to any Accounts Receivablesuch Assigned Receivables and shall not be entitled to receive any portion of any amounts collected by Parent with respect thereto, and Parent shall be deposited (without offset) by Buyer in the Seller Account (each entitled to undertake any and all collection efforts with respect to any such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writingAssigned Receivables. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting any amount received by Buyer after the Adjustment Date attributable to payment of commissions to such Transferred Employees)any Assigned Receivables. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after In calculating the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (andamount, if the Collection Period ends on a day other than the last day of a calendar monthany, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish which Parent must pay to Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.021.7, upon reasonable advance notice and during normal business hours. (e) Following the expiration payments received by Buyer on account of the Collection Period, neither Buyer nor the Seller receivables from a particular customer shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over be credited first to the Seller any amounts subsequently paid to it oldest account receivable of that customer until all accounts receivable with respect to that customer are paid in full; provided, however, that no such payment shall be so credited to any Accounts pre-Closing account receivable with respect to a Disputed Account Receivable of such customer (as defined below) unless such customer shall have specifically advised Buyer to credit such payment to such Closing Account Receivable. Within twenty For purposes of this Agreement, "Disputed Account Receivable" means any Closing Account Receivable owed: (20i) days after expiration by a customer who is bankrupt; (ii) by a customer who has asserted in writing a bona fide claim that the products or services sold and which are the subject matter of the Collection PeriodClosing Account Receivable were defective or that the cost of the products or services received from Seller were less than the amount invoiced; (iii) by a customer who, in the reasonable opinion of Buyer, has a bona fide claim that an error has been made on the invoice to such customer; or (iv) by a customer who has asserted that the invoice and shipping documentation did not comply with the customer's requirement In connection with such acquisition of Closing Accounts Receivable by Parent, Buyer shall deliver agrees to the Seller all filesexecute assignments, recordsin form and substance reasonably satisfactory to Buyer, notes and any other materials relating as are reasonably requested by Parent in order to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding effectively transfer to Parent such Closing Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. All those accounts receivable which were accrued and earned in connection with the operation of the Club Facilities prior to the Closing Date (ahereinafter “Receivables”) The shall be deemed the property of Seller and the right to collect the Receivables retained by Seller. As of the Closing Date, the Seller shall deliver to BuyerPurchaser a detailed list of all of said Receivables, and the list of Receivables is more particularly described in Exhibit 6.2(k). If the actual amount of Receivables is not known on or promptly after the Closing Date, a statement the list shall be based on the Receivables in existence on the most recent date prior to the Closing Date that the Receivables may be practicably determined, and the list updated after the Closing. Irrespective of Seller’s ownership of the Accounts Receivable. Buyer Receivables, for ninety (90) days after the Closing, Purchaser shall use commercially reasonable efforts (without receipt of any additional consideration from provide appropriate notices as to the Seller) Receivables to the parties who are obligated therefore and seek to collect the Accounts same as part of normal billing and collection practices. As funds are received by Purchaser from each such party, Purchaser shall credit the received funds first to the portion which constitutes a Receivable during due Seller from such party by remitting the period beginning on same to Seller within ten (10) days of the end of each calendar month. At the end of the third full calendar month after the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in unless otherwise agreed by Purchaser and Seller, Purchaser shall have no further obligation with respect to the same manner that Buyer uses to collect its own accounts receivableReceivables and Seller shall be solely responsible for all further collection activities related thereto; provided, however, that Buyer should any payments expressly designated as a payment related to a Receivable be received by Purchaser after the Collection Period, 100% of such amounts shall be not commence any Action promptly remitted to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if provided further, upon notice from Seller, Purchaser shall suspend the Seller provides such written authorization, Buyer shall have no obligation to commence membership privileges of any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an member whose Receivables account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or unpaid at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration end of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentthat member’s Receivables account has been satisfied. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly Within ten (10) days after the Closing Date, Seller shall cause the Company to shall furnish to Buyer, or Seller shall furnish to Buyer, a statement true and complete list of the Accounts Receivable. Buyer Account Receivables (other than non cash receivables under Trade Agreements) arising from the operation of the Station prior to the Closing Date (the "Retained Receivables"), which list shall use commercially reasonable efforts (without receipt set forth for each Retained Receivable the name of the debtor, the date of the invoice, the amount of any additional consideration from payments previously received on account and the Sellerbalance due. (b) For a period of one hundred twenty (120) days after the Closing Date (the "Collection Period"), Buyer will use it usual and customary procedures to collect the Accounts Receivable during Retained Receivables as Seller's and the period beginning on Company's agent for collection, provided that (i) Buyer shall not be required to commence litigation, employ extraordinary collection efforts, and (ii) Buyer's obligation to act as Seller's and the Closing Date and ending on Company's agent in the 180th day thereafter (collection of the “Retained Receivables shall terminate upon expiration of the Collection Period”). For the purpose of determining amounts collected by Buyer with respect to Retained Receivables, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer each payment by an account debtor shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable applied to the Seller by check or, at Buyer’s election, deposit older or oldest accounts receivable of such payments by wire transfer of immediately available funds (without offset) into account debtor unless the account debtor identifies such an account designated by in writing as being in dispute and directs in writing that a particular payment be applied to a specific newer account receivable. (c) On or before the Seller fifteenth (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th15th) day after the end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, and within twenty fifteen (2015) days after expiration the end of the Collection Period), Buyer shall furnish deliver to Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends statement showing all collections of Retained Receivables made on a day other than behalf of Seller since the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof previous report and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for pay such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable collections to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or check at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Sectiontime such statement is delivered. (d) Notwithstanding anything to the contrary in this Agreement, Seller may engage in such collection efforts to collect the Retained Receivables and Buyer and the will cooperate with Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period at no cost or expense to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hoursBuyer) in connection therewith. (e) Following Buyer shall not, without Seller's prior written consent, compromise or settle for less than full value any of the Retained Receivables unless Buyer pays Seller the full amount of any deficiency. Buyer shall be entitled to purchase from Seller any Retained Receivable for the full amount thereof at anytime during or at the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (ai) The purchase price for Accounts Receivable will be an amount equal to ninety percent (90%) of the outstanding accounts receivable (less customer deposits) that are less than ninety (90) days old at Closing (“Current Receivables”), determined ten (10) days prior to Closing but adjusted for sales made and receivables collected after such determination and prior to Closing. In addition, at Closing, the Buyer will pay into escrow pursuant to the terms of an Escrow and Indemnity Agreement in the form of Exhibit “A” hereto (the “Escrow and Indemnity Agreement”), an amount to equal to the sum of the following: (A) ten percent (10%) of the outstanding Current Receivables as of the Closing Date, not to exceed the sum of $ (i.e., 10% of $ ) and (B) fifty percent (50%) of all outstanding Accounts Receivable in excess of ninety (90) days old but less than one hundred eighty (180) days old as of the Closing Date (“Older Receivables”). Buyer is not purchasing any accounts receivable of Seller in excess of 180 days old as of the Closing Date. (ii) Buyer shall not be required to institute any litigation for the collection of escrowed receivables, but if litigation is commenced, Seller shall deliver to Buyer, pay all such litigation expenses. (iii) Final settlement on or promptly the escrow shall be made three (3) months after the Closing Date, a statement of at which time (A) if Buyer’s collections on the Accounts Receivable. Current Receivables exceed the 90% paid for such receivables, Buyer shall use commercially reasonable efforts (without receipt of any additional consideration instruct the escrow agent to remit an amount equal to such excess collections directly to the Seller from the Sellerescrow, together with earnings on any such amount, (B) to collect the extent Older Receivables have been collected by Buyer, Buyer shall instruct the escrow agent to remit such amount, up to the amount escrowed for such receivables, directly to the Seller from the escrow, together with earnings on any such amount, (C) all Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Receivables not collected by Buyer shall be not commence any Action assigned and transferred by Buyer to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to For purposes of Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) ’s obligation to collect the Accounts Receivable as set forth in this Section 2.11, for all Accounts Receivable, Buyer and Seller shall cooperate to create and deliver to Buyer within five (5) days after the Closing Date a complete and detailed statement of Accounts Receivable, showing the name, amount and age of each Account Receivable as of the Closing Date (“Receivables List”). Buyer shall, in the ordinary course of business, prepare invoices for each account debtor, which shall include the Accounts Receivable, and shall deliver such invoices to the applicable account debtors in the ordinary course of business, but not later than thirty (30) days following the Closing Date. Effective upon the Closing Date, during the period beginning Collection Period (as defined herein), Seller hereby constitutes and appoints Buyer, its successors and assigns, the true and lawful attorney of Seller with full power of substitution, in the name of Buyer, or the name of Seller, on behalf of and for the benefit of Seller, to collect the Accounts Receivable, to endorse, without recourse, checks, notes and other instruments in the name of Seller and to do all such further acts and things in relation thereto as is contemplated by this Section 2.11. Seller agrees that the foregoing powers are coupled with an interest. For the avoidance of doubt, the parties acknowledge and agree that any invoices prepared and delivered by Buyer to account debtors in accordance with this Section 2.11 shall be for a normal billing cycle as implemented by Buyer and there will not be a special invoice or demand letters sent to account debtors based upon the Closing Date and ending on outside of such normal billing cycle. (b) Buyer will collect the 180th day thereafter (the “Collection Period”), Accounts Receivable in the same manner and with the same diligence that Buyer uses to collect its own accounts receivable; provided, that receivable for a period of one hundred twenty (120) days from the date of delivery of the Receivables List to Buyer (the “Collection Period”). Within fifteen (15) days after the end of each full calendar month in the Collection Period (i) Buyer shall be not commence any Action furnish Seller with a list of the amounts collected during such period with respect to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, and an Accounts Receivable aging report and (ii) Buyer shall have no obligation pay over to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments (or its designee) by wire transfer of immediately available funds such collected amounts in full. (without offsetc) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer any account debtor owing on any of the Station that was or is also a customer Accounts Receivable shall first be applied in reduction of the Seller and that is obligated with respect oldest outstanding balance due from such account debtor, except to any Accounts Receivablethe extent the account debtor shall otherwise expressly provide. Notwithstanding the foregoing, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to if an account included among the Accounts debtor disputes its obligations for an Account Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period all records relating to the Accounts Receivable shall be retained by the disputed account to Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then and Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller no further obligation with respect to the Accounts Receivable collection thereof. So long as Buyer is in compliance with this Section 2.11, and except for disputed accounts returned to Seller, neither Seller nor its agents or successors or assigns shall make any direct solicitation of the account debtors for collection purposes or other direct attempts to collect from account debtors during the preceding calendar month (or, if the such Collection Period ends on a day other than except as may be agreed to by Buyer. Upon the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver pay to Seller (or its designee) by wire transfer of immediately available funds all remaining amounts collected with respect to Accounts Receivable and furnish Seller with a (i) a statement of accounts for each Account Receivable which then remains uncollected prepared substantially in the manner in which Seller has heretofore prepared such report for the Stations, (ii) copies of all open Accounts Receivable invoices, (iii) an Accounts Receivable aging report and (iv) all files to the Seller all files, records, notes and any other materials relating extent concerning the collection or attempts to the collect such accounts hereunder; thereafter Buyer shall have no further obligations hereunder with respect to such Accounts Receivable. Upon expiration Any amounts received by Buyer after the Collection Period expires which can be identified as a payment of the Collection PeriodAccounts Receivable will be promptly paid over to Seller. Buyer shall not be obligated to use any extraordinary efforts (including, demand letters), or such other action other than those it would customarily undertake in the Seller may pursue collections ordinary course of all remaining business, to collect any of the Accounts ReceivableReceivable or to refer any of such Accounts Receivable to a collection agency or to an attorney for collection, and Buyer shall otherwise cooperate not make any such referral or compromise, settle or adjust the amount of any Account Receivable, except with the approval of Seller. Buyer shall incur no liability to Seller for any uncollected amount. The payment by Buyer of collected Accounts Receivable to Seller hereunder shall in all events be net of commissions due to employees, national sales representatives and advertising agency sales representatives (except to the extent already paid) paid by Buyer on behalf of Seller at Buyer’s applicable commission rate, and Buyer shall promptly pay such commissions to the sole cost and expense appropriate party solely to the extent of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose collections of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller Upon the earlier to occur of Closing or the ------------------- commencement of the effectiveness of the applicable TBA, the Evergreen Parties shall appoint PBI their agent and the EZ Parties shall appoint Evergreen Parent their agent for the purpose of collecting all Accounts Receivable relating to the Evergreen Stations and the EZ Stations, respectively. Each party shall deliver to Buyer, the other on or promptly as soon as practicable after the Closing applicable TBA Date (but, in any event, within ten (10) days after such TBA Date) a complete and detailed statement showing the name, a statement amount and age of each Account Receivable of its Stations. Subject to and limited by the following, revenues relating to the Evergreen Accounts ReceivableReceivable and the EZ Accounts Receivable will be for the account of Evergreen and the EZ Parties, respectively. Buyer Each agent shall use commercially reasonable its best efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during with respect to which it is acting as agent for a period of ninety (90) days after the period beginning on the Closing applicable Cut-off Date and ending on the 180th day thereafter (the “"Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments Any payment received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month party during the Collection Period (andfrom any customer with an account which is an Account Receivable with respect to which it is acting as agent shall first be applied in reduction of such Account Receivable, if unless the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of customer indicates otherwise in writing. During the Collection Period), Buyer each agent shall furnish Seller the other with a list (of, and pay over to the “Aging Report”) to show other, the amounts received by Buyer collected with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, which it is acting as agent on a bi-weekly basis. Each agent shall be deposited provide the other with a final accounting on or before the fifteenth (without offset15th) by Buyer in day following the Seller Account (each end of the Collection Period. Upon the request of either agent at and after such payment, a “Specified Payment” and, collectivelytime, the “Specified Payments”)parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, unless in their reasonable business judgment, are deemed to be collectable and if the customer disputes party which acted as agent with respect thereto desires to retain such Accounts Receivable in writingthe interest of maintaining an advertising relationship. If during the Collection Period a dispute arises with regard As to an account included among the each such Accounts Receivable, Buyer the parties shall promptly advise negotiate a good faith value of such Accounts Receivable, which the Seller thereof and purchasing party shall return that account pay to the Sellerother if the purchasing party, in its sole discretion, chooses to retain such Accounts Receivable. Any payments that Each party shall retain the right to collect any of its Accounts Receivable as to which the parties are made directly unable to reach agreement as to a good faith value, and each party agrees to turn over to the Seller during the Collection Period relating other any payments received against any such Accounts Receivable. Neither agent shall be obligated to use any extraordinary efforts to collect any of the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust assigned to it for collection hereunder or otherwise compromise to refer any Accounts Receivable; provided, that if any Transferred Employee is due a commission for of such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (a collection agency or to any attorney for collection, and neither party shall make any such referral or compromise, nor settle or adjust the amount of any such Accounts Receivable, except with documentation reflecting the payment approval of commissions the other agent. Neither agent shall incur any liability to any other party for any uncollected account unless such Transferred Employees)agent shall have engaged in willful misconduct or gross negligence in the performance of its obligations set forth in this Section. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to During and after the Effective Time. (b) Each Specified Payment received by Collection Period, without specific agreement with the Seller from Buyer pursuant agent with respect thereto to Section 6.02(a) that is not specifically designated in writing as a payment the contrary, none of a particular invoice or invoices the assigning parties nor its agents shall be applied by the Seller to make any direct solicitation of the Accounts Receivable for such customer outstanding collection purposes, except for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted Accounts Receivable retained by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days assigning party after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver accounts receivable of Corporation outstanding as ------------------- of the Closing Date constitutes on such date a valid claim in the full amount thereof against the debtor charged therewith on the books of Corporation and was acquired in the ordinary course of Corporation's business. Such accounts receivable will be fully collected to Buyerthe extent of the face value thereof, on no later than 120 days after such account receivable is due. No account debtor has any valid set-off, deduction or promptly defense with respect thereto and no account debtor has asserted any such set-off, deduction or defense. Any account receivable not collected in full within 120 days after the Closing Date, a statement of the Accounts Receivable. Date ("Uncollected Accounts") shall be repurchased by Stockholders' from Buyer shall use commercially reasonable efforts (without receipt of any additional consideration at their uncollected face value within 10 days notice thereof from the Seller) Buyer to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, Stockholders provided that Buyer shall be not commence any Action retain and make available to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month Stockholders and their representatives during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02normal business hours, upon reasonable advance notice notice, all invoices, books and during normal business hours. records associated with the Uncollected Accounts. Buyer and Corporation shall assist Stockholders to collect the Uncollected Accounts at Corporation's expense provided that Stockholders shall be required to reimburse Corporation for any such expenses found to be "unallowable costs" by a Final Decision of a Contracting Officer pursuant to the Contract Disputes Act of 1978 (ehereinafter the "Unallowable Costs") Following or otherwise not actually reimbursed to Corporation within 24 months after such expenses are incurred. Notwithstanding the expiration of the Collection Periodforegoing, neither after such 24-month period, (x) Stockholder shall be liable and shall properly pay Buyer nor the Seller shall have for any further obligations under this Section 6.02reimbursed costs that are subsequently disallowed upon audit or review, except that and (y) Buyer shall promptly pay over return to the Seller Stockholders any amounts subsequently costs paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over Stockholders to Buyer any monies received hereunder if subsequently allowed and reimbursed by the Seller through its lockbox that are intended as a payment on Buyer’s receivablesU.S. government. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. Following the Closing, Buyer shall collect the transferred Accounts Receivable in accordance with Buyer’s normal collection practices, applying all receipts to the oldest account balance first, unless otherwise specifically directed by the account debtor or unless Buyer has determined that the account debtor should be placed on a “C.O.D.” or “cash on delivery” status. Within thirty (a30) The days after the Closing, and on a monthly basis thereafter, Buyer shall provide Seller shall with notice of any claim made by a customer against Buyer relating to Accounts Receivable as of the Closing Date arising out of Seller’s action or inaction prior to the Closing Date (excluding returns directly and solely attributable to the terms of any applicable customer guarantee sales contract permitting such customer to return products because the product has failed to sell unrelated to product quality, shipping or other Seller action or inaction prior to the Closing Date), including without limitation customer’s financial ability to pay, customer bankruptcy, product shipping shortage, failure to deliver product, damaged product, missed ship dates, volume rebates, allowances relating to Buyernew store, on advertisement, defective product or promptly after warehouse matters, amounts pre-determined by the terms of any applicable customer contract for penalties, markdowns or other allowances not reflected in the Accounts Receivable as of the Closing Date, or billing error. Seller shall provide Buyer with prompt notice of any objections to such claim. If Seller and Buyer are unable to resolve the claim with the customer, then such claim shall be treated as an uncollectible amount, along with amounts which are undisputed but are nevertheless not collected. Promptly after the six month anniversary of the Closing, the Buyer shall send the Seller a statement notice, in the form of Schedule 7.8, of the amount of the Accounts ReceivableReceivable which have not been collected, together with such information relating to such uncollected Accounts Receivable as the Seller may reasonably request. Within ten (10) days after Seller’s receipt of the foregoing notice, Buyer shall use commercially reasonable efforts re-convey all such uncollected Accounts Receivable to Seller, without recourse and without warranty except a warranty that Buyer has not suffered any lien or encumbrance on such accounts (without receipt or if such lien or encumbrance has attached, Buyer shall provide evidence of its release) or made any additional consideration prior assignment or transfer of such accounts (or if such transfer has occurred, evidence that such accounts have been reconveyed to Buyer), and Buyer, in accordance with Section 8 of the Escrow Agreement, shall deliver written directions to the Escrow Agent and Seller for the release to the Buyer from the SellerAR Escrow Funds (as such term is defined in the Escrow Agreement) an amount equal to collect the “Accounts Receivable during Settlement Amount” set forth in the period beginning Buyer’s notice, plus interest on such amount at the Escrow Rate from the Closing Date and ending on until the 180th day thereafter (date paid. If the “Collection Period”), amount then held in the same manner that Buyer uses AR Escrow Funds is insufficient to collect its own accounts receivablemake such payment, then such deficiency shall be paid by the Seller Parties. The repurchase by Seller of such uncollected Accounts Receivable set forth in this Section 7.8 shall be the limit of Seller’s liability with respect to such uncollected Accounts Receivable relating to Seller’s representations and warranties under Section 4.9; provided, however, that Buyer the foregoing shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the limit Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated liability with respect to any Accounts Receivableinaccuracy of such representations and warranties. Notwithstanding the foregoing, shall be deposited following the six (without offset6) month period after the Closing, if the Buyer receives notice from a customer that, based upon the results of a customer audit, the customer requires the Buyer to pay any amounts relating to pricing, rebates or allowances attributable to product sales made by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectivelyon or prior to the Closing, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the notify Seller thereof in writing of such notice, and Seller shall return that account pay Buyer an amount equal to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected required payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller either (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (bi) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen or (15ii) Business Day following from the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period Indemnity Escrow Funds (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information as such term is defined in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this SectionEscrow Agreement). (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly From and after the Closing Date, a statement Adjustment Time until the earlier of (i) the six month anniversary of the Accounts Receivable. Buyer shall use commercially reasonable efforts Adjustment Time, and (without receipt ii) the termination of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter this Agreement (the “Collection Period”), Buyer agrees to use reasonable efforts to collect, as agent for Seller, the Pre-TBA Receivables in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received regularly pursued by Buyer with respect to the Accounts Receivable during collection of its accounts receivable and in the preceding calendar month ordinary course of business. Within ten (or, if the Collection Period ends on a day other than 10) days of the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver remit to Seller in immediately available funds, an amount equal to (i) the Seller proceeds of all filesPre-TBA Receivables collected by Buyer from and after the Adjustment Time, records, notes and less (ii) all Pre-TBA Payables actually paid by Buyer or reimbursed by Buyer to Seller. Under no circumstances shall Buyer hold for its own account the proceeds of Pre-TBA Receivables to offset any amount Buyer believes it is owed under this Section 2.9 or any other materials relating to provision of the Accounts Receivable. Upon expiration Agreement or the TBA. (b) Within twenty (20) days following the last day of the Collection Period, Buyer will deliver to Seller all records of uncollected Pre-TBA Receivables (provided that Buyer may retain copies of such records). In the Seller may pursue collections collection of accounts receivable, all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted payments received by Buyer from account debtors will be applied first to the Seller under subsection Pre-TBA Receivables and then to Buyer’s accounts receivable, in the order of origination (a) of this Section will reflect all Seller lockbox receiptsi.e., and “first-in, first-out”), unless the account debtor specifies otherwise, in which case the proceeds shall be applied as specifically designated by the account debtor. Buyer or Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid deliver to the other party pursuant a true copy of any notice of a dispute as to the validity or enforceability of a Pre-TBA Receivable received from an account debtor. Buyer shall not agree to any settlement, discount or reduction of any Pre-TBA Receivable without the prior written consent of Seller. Buyer’s collection obligation under this Section 6.022.9 shall not include any obligation to bring suit, such amount shall bear interest at engage a collection agent or take any legal action for the prime rate (as reported by The Wall Street Journal orcollection of any Pre-TBA Receivable. After the last day of the Collection Period, Buyer shall, if not reported thereinrequested by Seller, by another mutuallyexecute and deliver letters, in form and substance reasonably satisfactory to Seller and Buyer, to the effect that the respective account debtor should send payments on the Pre-agreeable source) as in effect from time TBA Receivables to time from the date any such amount was due until the date of actual paymentSeller’s designee. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver If Sellers receive payment of any Accounts Receivable or Entrance Fee Receivables assigned to Buyer, on Sellers shall remit such payment to Buyer within five Business Days of Sellers’ receipt. If the Buyer (or promptly after any of its assignees) receives payment of any receivables relating to the Closing DateFacility, a statement other than Accounts Receivable or Entrance Fee Receivables assigned to Buyer, the Buyer shall remit such payment to the Sellers within five Business Days of the Accounts ReceivableBuyer’s receipt. The Buyer shall use commercially reasonable reasonably cooperate with the Sellers in the Sellers’ efforts (without receipt of any additional consideration from the Seller) to collect on any receivables not assigned to the Accounts Receivable during Buyer hereunder, including the Retained Receivables (as defined below). (b) For a period beginning on of 180 days following the Closing Date and ending on the 180th day thereafter (the “Collection Period”) the Buyer, on behalf of the Sellers, will collect any receivables arising out of the operation of the Health Center prior to Closing, including that portion of any receivables generated after the Closing Date that relate to services provided at the Health Center prior to Closing (the “Retained Receivables”), in the same manner that and with the same diligence the Buyer uses to collect its own accounts receivable; provided. In its collection efforts, that the Buyer shall not be not commence any Action liable to effect collection the Sellers except for willful misconduct or employ any collection agencygross negligence. During the Collection Period, legal counselthe Buyer shall provide the Sellers, or other third party, or take its designee with any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated information requested by the Seller (or such designee regarding the “Seller Account”), in either case within fifteen (15) Business Days status of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration any of the Collection Period)Retained Receivables or related collection efforts. For purposes of this Agreement, Buyer the term “Retained Receivables” shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect not include fees payable to the Accounts Receivable during Health Center Operator under (i) the preceding calendar month (orAssisted Living Facility Service Agreement, if the Collection Period ends on a day other than the last day of a calendar monthdated May 1, the month in which the Collection Period expired) 2003, between Westport Holdings and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during Health Center Operator or (ii) the Collection Period from a customer Skilled Nursing Facility Service Agreement dated as of May 1, 2003, between Westport Holdings and the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerHealth Center Operator. (c) The Seller Buyer shall send promptly deposit (but in no event more than five (5) business days after receipt), without offset or deduction, all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt collections received by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends Buyer on a day other than the last day of a calendar month, within twenty (20) days after expiration account of the Collection Period)Retained Receivables into a bank account designated by the Sellers, and the Seller Buyer shall furnish deliver a monthly accounting of such collections and deposits to the Sellers. All amounts received by the Buyer with a list from account debtors included among the Retained Receivables that fail to designate the period to which they relate will first be applied first to such Retained Receivables. The Buyer shall not settle or adjust the amount of any Retained Receivables without the prior written authorization of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this SectionSellers. (d) Upon the written request of the Sellers, the Buyer shall permit the Sellers to have reasonable access to the records of the Buyer and its Affiliates as may be reasonably necessary to audit the Seller shall each accountings required to be entitled during delivered by the sixty (60)-day period following expiration Buyer hereunder in connection with its collection of the Collection Period to inspect Retained Receivables. The costs and expenses of such audit the records maintained shall be paid by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hoursSellers. (e) Following The Buyer’s obligation to collect the expiration Retained Receivables shall cease (i) with respect to all Retained Receivables, at the conclusion of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it ; and (ii) with respect to any Accounts an individual Retained Receivable. Within twenty (20) days after expiration of , when such receivable becomes aged by more than 180 days; provided however, that, in each case, the Collection Period, Buyer shall deliver continue to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise reasonably cooperate with the Seller (at Sellers in the sole cost and expense of Sellers’ efforts to collect on any receivables not assigned to the Seller and without taking any actions not required under Section 6.02(a) above) for Buyer hereunder, including the purpose of collecting any outstanding Accounts ReceivableRetained Receivables. (f) The Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer delegate its responsibilities under this Section to the Seller under subsection (a) Buyer’s lessee of the Health Center; provided that no such delegation by the Buyer shall release the Buyer from liability for a breach of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received 10.1 by the Seller through its lockbox that are intended as a payment on Buyer or the Buyer’s receivableslessee. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) On the Closing Date, the Purchaser shall loan (the "Account Loan") to the Vendor a cash sum in an amount equal to $175,000 less than the book value of the Accounts Receivable as of the Effective Date for a term of 120 days subsequent to the Closing Date (the "Loan Period"), without interest. To the extent the Purchaser collects the Accounts Receivable during the Loan Period, the principal balance of the Account Loan shall be decreased. On the maturity date of the Account Loan, the Vendor shall repay the remaining principal balance of the Account Loan (the "Uncollected Accounts"). Should the Vendor fail to pay such Account Loan on the maturity date thereof, interest shall accrue on the unpaid principal balance of the Account Loan at the simple annual rate of Prime Rate plus 5% from the maturity date until paid in full. The Seller shall deliver Vendor hereby grants to Buyerthe Purchaser, on or promptly after effective as of the Closing Date, a statement of first lien security interest in the Accounts ReceivableReceivable to secure the Account Loan. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) The Vendor further agrees not to collect otherwise encumber the Accounts Receivable during the period beginning on Loan Period. (b) Following the Closing Date and ending on the 180th day thereafter (the “Collection Loan Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer Vendor shall have the right to use retain PricewaterhouseCoopers, Toronto to audit the amount of the Uncollected Accounts and to the extent that such audit discloses Uncollected Accounts which were collected payment to pay by the owed commissions to such Transferred Employees Purchaser, the Vendor may object in writing (stating with reasonable specificity the reasons for its objections) and then remit PricewaterhouseCoopers, Toronto and the remainder Vendor, on the one hand, and PricewaterhouseCoopers, Cincinnati and the Purchaser, on the other hand, shall in good faith make meaningful efforts to agree on the amount of the collected Uncollected Accounts Receivable (which, unless waived by both the Vendor and the Purchaser, shall include a submission by the parties to Seller (with documentation reflecting non-binding evaluative mediation by a qualified mediator in the payment City of commissions Toronto, Ontario), provided, that if the Purchaser and PricewaterhouseCoopers, Toronto, on the one hand, and the Vendor and PricewaterhouseCoopers, Cincinnati, on the other hand, are unable to such Transferred Employees)so agree within 30 days after the date of objection, then the Vendor and the Purchaser shall retain the Neutral Auditors to resolve the differences on specific points of disagreement and to provide an opinion on the amount of the Uncollected Accounts. Buyer The fees of the Neutral Auditors shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received borne by the Seller from Buyer pursuant parties in inverse proportion to Section 6.02(a) that is not specifically designated their respective successes in writing as a payment the determinations of a particular invoice or invoices the Neutral Auditors, and the decision of the Neutral Auditors shall be applied conclusive, final and binding upon the Vendor and the Purchaser. The fees and expenses of PricewaterhouseCoopers, Toronto incurred by the Seller to Vendor shall be the Accounts Receivable for such customer outstanding for sole responsibility of the longest Vendor and the fees and expenses of PricewaterhouseCoopers, Cincinnati incurred by the Purchaser shall be the sole responsibility of the Purchaser. If the Neutral Auditors determine that there is an amount of time Uncollected Accounts which were collected by the Purchaser, then such amount, together with interest thereon at the simple annual rate of Prime Rate plus 5%, from the end of the Loan Period until such amount is paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted forthwith paid to the Vendor by the Seller to BuyerPurchaser. (c) The Seller Purchaser shall send have the right after Closing to endorse all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt payments received by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (andPurchaser, if the Collection Period ends as collecting agent on a day other than the last day of a calendar month, within twenty (20) days after expiration behalf of the Collection Period)Vendor, the Seller shall furnish Buyer with a list in respect of the amounts received directly by Seller with respect to the Accounts Receivable during in the preceding calendar month (orname of the Purchaser and to deposit the same into the Purchaser's bank account up to the Loan Amount in satisfaction of the Purchaser's loan of such amount to the Vendor. The Purchaser shall use its reasonable best efforts to collect the Accounts Receivable as collecting agent on behalf of the Vendor, if at no charge to the Collection Period ends on a day Vendor other than reimbursement for any reasonable third party collection expenses. The Vendor shall indemnify and hold the last day Purchaser harmless for any Claims made by a third party against the Purchaser in connection with the Purchaser's conduct as collection agent for the Vendor, except for actions or omissions by the Purchaser which constitute gross negligence or an intentional violation of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission applicable law or regulations. After receipt of payment of the Aging Reports to be supplied to remaining balance of the Seller pursuant to subsection Account Loan in accordance with (a) above, for an additional 120 days following the maturity of this Section. (d) Buyer the Account Loan, the Purchaser shall use its reasonable best efforts to continue to collect any payments made in respect of the Uncollected Accounts on behalf of, and as agent for, the Vendor and shall remit any such payments to the Vendor forthwith upon receipt thereof. The Vendor shall be entitled to elect to assume all responsibility for the collection of the Uncollected Accounts at any time during such additional 120 day period. At the end of such 120 day period or at any time during such additional 120 day period following the Vendor's election to assume responsibility for the Uncollected Accounts, the Purchaser shall, forthwith upon the request of the Vendor, transfer all pertinent data regarding such Uncollected Accounts to the Vendor. The Vendor and the Seller Purchaser shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received jointly determine which Uncollected Accounts remain collectable by the Seller (other than amounts representing Remitted Payments) pursuant Purchaser on behalf of the Vendor. Following the Closing, the Purchaser shall apply any payments received from account debtors against specific invoices, if identifiable, otherwise, any unidentifiable payments so received from identifiable debtors shall be applied first to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstanceoldest outstanding accounts receivable, until fully paid.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly Within ten (10) days after the Closing Date, Seller shall furnish to Buyer a statement true and complete list of Seller's accounts receivable (other than non-cash receivables under Trade Agreements) arising from the operation of the Accounts Receivable. Station prior to the Closing Date (the "Retained Receivables"), which list shall set forth for each Retained Receivable the name of the debtor, the date of the invoice, the amount of any payments previously received on the invoice and the balance due. (b) For a period of one hundred eighty (180) days after the Closing Date (the "Collection Period"), Buyer shall will, without charge to Seller, use commercially reasonable efforts (without receipt of any additional consideration from the Seller) procedures to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter Retained Receivables as Seller's agent for collection, provided that (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that i) Buyer shall not be not required to commence any Action to effect litigation, employ legal counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take make any other extraordinary means of collections or pay any expenses collection efforts, and (ii) Buyer's obligation to third parties to collect act as Seller's agent in the Accounts Receivable without obtaining the written authorization collection of the Seller, and, even if Retained Receivables shall terminate upon expiration of the Seller provides such written authorization, Collection Period. For the purpose of determining amounts collected by Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable with respect to the Seller Retained Receivables, each payment by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by debtor shall be applied to the Seller older or oldest accounts receivable of such account debtor unless the account debtor identifies such an account in writing as being in dispute and directs in writing that a particular payment be applied to a specific newer account receivable. (c) Every two weeks during the “Seller Account”), in either case Collection Period (and within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration the end of the Collection Period), Buyer shall furnish deliver to Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends statement showing all collections of Retained Receivables made on a day other than behalf of Seller since the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof previous report and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for pay such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable collections to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or check at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Sectiontime such statement is delivered. (d) Buyer and the Seller shall each be entitled not engage in any collection efforts against account debtors under the Retained Receivables during the sixty Collection Period, other than with respect to accounts receivable identified as in dispute as provided in foregoing Subsection (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hoursb). (e) Following Buyer shall not, without Seller's prior written consent, compromise or settle for less than full value any of the Retained Receivables unless Buyer pays Seller the full amount of any deficiency. Buyer shall be entitled to purchase from Seller any Retained Receivable for the full amount thereof at any time during or at the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to As of the Closing, WXON-TV, Inc. appoints Buyer, as WXON-TV, Inc.'s agent without compensation but without liability except for willful misconduct, to collect the Accounts Receivable. Buyer shall account to WXON-TV, Inc., and remit to WXON-TV, Inc., all amounts collected during the period in respect of Accounts Receivable as follows: (i) on or promptly before the twentieth (20th) day of the first complete calendar month after the Closing Date, pay all amounts collected up to the end of the previous month; and (ii) on or before the twentieth (20th) day of each succeeding month, remit all amounts collected during the month previous thereto. With each remittance, Buyer shall furnish a statement of the amounts collected and the Persons from whom such amounts were collected. Buyer shall, unless the remittance or an Accounts Receivable debtor specifies otherwise, apply all amounts it receives from or for the benefit of any Accounts Receivable debtor first to pay the oldest undisputed Accounts Receivable of such debtor before applying any of such amounts to pay any obligation of such debtor to Buyer arising during, or otherwise attributable to, the period after the Effective Time. Buyer's agency to collect the Accounts Receivable shall expire as of midnight on the 120th day following the Closing Date. Within fifteen (15) business days thereafter, Buyer shall remit to WXON-TV, Inc. all amounts collected still in Buyer's possession. Upon expiration of the agency, Buyer shall turn over to WXON-TV, Inc. all documents and records evidencing the Accounts Receivable which were paid to WXON-TV, Inc. hereunder and which remain uncollected and WXON-TV, Inc. shall assume sole responsibility for collection of any remaining Accounts Receivable. Buyer shall use commercially reasonable collection efforts (without receipt of to collect the Accounts Receivable, but shall not be required to institute any additional consideration from the Seller) legal proceedings to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), or to otherwise incur any cost or obligations in respect thereof other than in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means ordinary course of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timebusiness. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, For a statement period of the Accounts Receivable. Buyer shall use commercially reasonable efforts six (without receipt of any additional consideration from the Seller6) to collect the Accounts Receivable during the period beginning on months following the Closing Date and ending on the 180th day thereafter (the “"Collection Period”"), Pacific and Southern shall continue to collect and receive payment in the same manner that Buyer uses ordinary course of business with respect to collect its own the Television Station's accounts receivablereceivable for the period prior to the Closing Date (▇▇▇ "▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇"), ▇▇d shall pursue collection thereof in accordance with Pacific and Southern's normal practices; provided, however, that Buyer in no event shall be not commence any Action this obligation extend to effect collection or employ the institution of litigation, employment of any collection agency, legal counsel, or other third party, party or take any other extraordinary means of collections or pay collection by Pacific and Southern. All payments from each obligor of a Television Station Receivable not identified to a specific invoice shall be applied on a "first-in, first-out" basis during the Collection Period so that each payment from an obligor is applied first to the oldest outstanding account receivable of such obligor. Pacific and Southern shall remit to Citicasters no later than ten (10) days after the end of each of Pacific and Southern's fiscal accounting periods during the Collection Period those amounts required to be paid to Citicasters hereunder during such period. Following the end of the Collection Period, Pacific and Southern shall cease to have any expenses further responsibilities with respect to third parties the uncollected Television Station Receivables (except that Pacific and Southern shall promptly remit to Citicasters any amount subsequently received by Pacific and Southern expressly on account of the Television Station Receivables), and Citicasters may collect any uncollected Television Station Receivables in any manner Citicasters chooses. (b) During the Collection Period, Citicasters shall continue to collect and receive payment in the Accounts Receivable without obtaining the written authorization ordinary course of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable business with respect to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by Radio Stations' accounts receivable for the Seller period prior to the Closing Date (the “Seller Account”)"Radio Stations Receivables") and shall pursue collection thereof in accordance with Citicasters's normal practices; provided, however, that in either case within fifteen no event shall this obligation extend to the institution of litigation, employment of any collection agency, legal counsel, or other third party or any other extraordinary means of collection by Citicasters. All payments from each obligor of a Radio Stations Receivable not identified to a specific invoice shall be applied on a "first-in, first-out" basis during the Collection Period so that each payment from an obligor is applied first to the oldest outstanding account receivable of such obligor. Citicasters shall remit to Pacific and Southern no later than ten (1510) Business Days of receipt. On days after the twentieth (20th) day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the those amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports required to be supplied paid to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled Citicasters hereunder during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) such month. Following the expiration end of the Collection Period, neither Buyer nor the Seller Citicasters shall cease to have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it responsibilities with respect to the uncollected Radio Stations Receivables (except that Citicasters shall promptly remit to Pacific and Southern any Accounts Receivable. Within twenty (20) days after expiration amount subsequently received by Citicasters expressly on account of the Collection PeriodRadio Stations Receivables), Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.and

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after After the Closing Date, all payments collected for those accounts which were included within the Accounts Receivable on the Final Balance Sheet shall, unless otherwise designated for payment of a statement specific invoice by the account debtor, first be applied against outstanding invoices in the order of issuance (i.e., against the oldest invoices first). Buyer agrees to use normal and customary efforts in collecting the Accounts Receivable; provided that nothing contained herein shall be construed as requiring Buyer to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included with the Accounts Receivable. Buyer will provide Seller with written progress reports as reasonably requested by Seller as to the status of the collection of the Accounts Receivable. Buyer shall use commercially reasonable efforts If at the end of six (without receipt of any additional consideration 6) months from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date hereunder there remain any Accounts Receivable which are uncollected (over and ending above the amount of the reserves as reflected on the 180th day thereafter (the “Collection Period”Final Balance Sheet), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation give written notice to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of said six (6) month period stating such fact and setting forth the Collection Period), Buyer shall furnish Seller with a list amount of the Account Receivable uncollected (the “Aging Report”"Uncollected Receivables") after deducting any applicable reserves, and by delivering such notice Seller will be deemed to show the amounts received by Buyer with respect to the have made a claim (an "Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredClaim") and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees)amount. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within Within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period)delivery by Buyer of any such notice to Seller, the Seller shall furnish pay the amount of such Accounts Receivable Claim to Buyer, in cash, or from the Subject Shares escrowed pursuant to Section 1.8 above. Seller's obligation to pay any Accounts Receivable Claim hereunder shall be subject to any specific rights Seller may have hereunder or may have in general at law to dispute the amount or propriety of any such Accounts Receivable Claim. Upon payment to Buyer with a list of the amounts received directly by Seller with respect to the of an Accounts Receivable during the preceding calendar month (orClaim, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use be deemed to have assigned to Seller (or its designee) all such Uncollected Receivables. In the event that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained should receive payment for any such Uncollected Receivables, any amounts so received by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay be paid over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivableor its designee). (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall promptly deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counselpayment received by, or other third partyon behalf of, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Acquired Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received purchased by Buyer during pursuant to this Agreement. To the Collection Period extent that all or any portion of an Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement is not collected by Buyer within one hundred twenty (120) calendar days following the Closing Date (the “Repurchase Date”), after notice by Buyer to Seller to such effect, Seller shall promptly purchase such Acquired Accounts Receivable from a customer Buyer for an amount equal to the full amount of the Station that was or is also a customer of the Seller and that is obligated with respect to any such uncollected Acquired Accounts Receivable, and Seller shall be deposited (without offset) by Buyer in thereafter have the Seller Account (each right to pursue collection of such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Acquired Accounts Receivable; provided, however, that if to the extent reasonable progress has been made in collecting any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale orderuncollected Acquired Accounts Receivable as of the Repurchase Date, then Buyer shall have the right to use that collected payment to pay the owed commissions Seller’s repurchase obligation with respect to such Transferred Employees and then remit the remainder of the collected uncollected Acquired Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to extended by an additional ten (10) calendar days after the Effective TimeRepurchase Date in order to provide Seller with the opportunity to assist Buyer in connection with its efforts to collect such Acquired Accounts Receivable. (b) Each Specified Payment The Buyer Parties shall promptly deliver to Seller any payment received by, or on behalf of, either Buyer Party with respect to the Excluded Accounts Receivable not purchased by a Buyer Party pursuant to this Agreement (or any Acquired Accounts Receivable that are purchased by Seller pursuant to the second sentence of Section 4.9(a)). Seller may collect payment on the Excluded Accounts Receivable not purchased by the Seller from Buyer Parties pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyerthis Agreement. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day In pursuing collection of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the any Acquired Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the purchased by Seller pursuant to subsection (athe second sentence of Section 4.9(a) and any Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement, Seller agrees to use its commercially reasonable efforts to preserve Buyer’s goodwill and ongoing business relationship with any customers of this Sectionthe Business. (d) Buyer and No later than the fifth Business Day following the Closing Date, Seller shall deliver to Buyer an Aged A/R Report and an Aged A/P Report of Seller, in each be entitled during the sixty (60)-day period following expiration case as of the Collection Period Closing Date and substantially in the form set forth in Schedule 2.6, and Buyer shall cooperate with Seller with respect to inspect producing and audit delivering these reports to the records maintained extent requested by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hoursSeller. (e) Following the expiration Any reacquisition by Seller of an Acquired Accounts Receivable shall be considered a purchase price adjustment for income Tax purposes and shall be credited against any allocation of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except Purchase Price that Buyer shall promptly pay over was previously made to the Seller any amounts subsequently paid to it with respect to any such Acquired Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party Receivable pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment1.11. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. Schedule 3.22 to Exhibit B lists the ------------------- accounts receivable of Seller as of August 31, 1997, including the name of each account; the account number; the invoice number and date; payment terms; and the age of each such account on the basis of thirty (a30), sixty (60) and ninety (90) days and over, from the date of original invoice. Each such account receivable listed arose from valid sales in the ordinary course of business. The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement dollar value of the Accounts Receivable. Buyer number of shares of OXIS Stock constituting the Earnout Exchange (including the Guarantee) for the first year of the Earnout Period shall use commercially reasonable efforts (without receipt be adjusted downward by the dollar amount of any additional consideration from the Seller) such account receivable or portion thereof which Seller is not able to collect by the Accounts Receivable during the period beginning on the Closing Date end of such year, and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own such adjustment shall be Buyer's sole remedy for such non-collectible accounts receivable; provided, . In the event that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivableadjustment occurs, Buyer shall promptly advise the Seller thereof and shall return that account assign such non-collectible accounts receivable to the Seller. Any payments Shareholders for collection, provided that are made directly to as a result of such assignment the Seller during the Collection Period relating to the Accounts Receivable Shareholders shall be retained by the Sellerentitled to retain any monies collected with respect thereto. Buyer shall not discountExcept as reflected in Schedule 3.22 , offsetno refunds, adjust reimbursements, discounts or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly adjustments are payable by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day any of its accounts receivable other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information those arising in the submission ordinary course of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Periodbusiness. Except as set forth in Schedule 3.22, neither Buyer Seller nor the Seller shall Majority Shareholder, know, or have any further obligations under this Section 6.02reasonable grounds to know, except that Buyer shall promptly pay over to the Seller of any amounts subsequently paid to it defenses, rights of setoff, recoupment, assignments, pledges, liens, encumbrances, claims, equities or conditions enforceable by third parties with respect to any Accounts Receivable. Within twenty (20) days after expiration or affecting the accounts receivable of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableSeller. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to BuyerIf, as of the close of business on or promptly after the 180th day following the Closing Date, a statement Purchaser shall not have collected the full face amount of the Accounts Receivable set forth on the Final Closing Balance Sheet, net of the allowance for bad debt as set forth on the Final Closing Balance Sheet, then Seller and Holdings jointly and severally agree that Purchaser may assign good and marketable title to any unpaid Accounts Receivable to Seller, free and clear of any Liens or Encumbrances, and receive payment in cash from Seller or Holdings an amount equal to the uncollected amount of such Accounts Receivable. Buyer Purchaser shall use commercially reasonable efforts (without receipt of any additional consideration from after the Seller) Closing to collect the all Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)Receivable, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer but Purchaser shall not be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation required to commence any legal action in connection with such Actioncollection efforts. Buyer shall send all payments received on Upon the assignment of any such unpaid Accounts Receivable to the Seller, (i) Seller by check ormay take such commercially reasonable actions, at BuyerSeller’s electionsole cost and expense, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the as Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer deems advisable with respect to the Accounts Receivable during the preceding calendar month collection thereof, (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredii) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period all proceeds from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, such collection actions shall be deposited the property of Seller, and (without offsetiii) by Buyer in the Seller Account (each any sums paid to Purchaser on account of such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the assigned Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable promptly paid to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeor as Seller directs. (b) Each Specified Payment received by Upon written notice to Seller specifying in reasonable detail the Seller from Buyer pursuant basis therefore, Purchaser may set-off any amount to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each it may be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.029.3, except on a dollar-for-dollar basis, against the Earn-Out Payment otherwise payable under Section 1.7. The exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 1.7. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that Buyer shall promptly pay over may be available to it. In the event that any suit or action is instituted by Seller in relation to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration exercise of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration a right of the Collection Periodset-off by Purchaser hereunder, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer prevailing party in such dispute shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate be entitled to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time recover from the date any losing party all reasonable fees, costs and expenses of such amount was due until the date of actual paymentprevailing party incurred in connection with such dispute. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after During the first one hundred fifty (150) days following the Closing Date, a statement of Buyer will use its reasonable efforts to collect the Accounts Receivable. In the event that on or prior to the one hundred fifty (150) days after the Closing Date (the "End Date") the Accounts Receivable and any amounts owing under the Time Note in the original principal amount of $32,000 dated September 28, 1992 from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to Seller purchased by Buyer have not been paid in full, net of (a) the applicable reserve amount for uncollectible receivables set forth on the Closing Balance Sheet and (b) the amount of any Accounts Receivable which had been written off prior to the Closing Date, but then collected by Buyer between the period after the Closing Date and on or prior to the End Date (such receivables which have not been paid in full being hereinafter called "Unpaid Receivables"), Seller shall pay Buyer within thirty (30) days of the End Date an amount equal to the Unpaid Receivables, and thereafter, Buyer shall assign to the Seller the Unpaid Receivables. Buyer shall assert its right to reimbursement of such amount by offset against the principal amount of the Escrow Note . (b) Seller hereby acknowledges that Buyer shall have no liability for its failure to be successful in any of its collection efforts hereunder, since Buyer's sole responsibility is to use commercially its reasonable efforts in accordance with Buyer's then existing collection policies and procedures (without receipt but excluding any obligation on the part of Buyer to threaten or initiate any additional consideration from the Sellerjudicial proceedings or process in connection with such collection efforts) to collect the Accounts Receivable during only through the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerEnd Date. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified Any payments collected by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller 5.5 shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over be applied to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received Account Receivable designated by the Seller through its lockbox that are intended as a account debtor with such payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal orand, if not reported thereinno such designation is made, by another mutually-agreeable source) as in effect from time shall be applied to time from the date any such amount was due until the date of actual paymentaccount debtor's oldest Account Receivable amount. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The At the Closing, Seller shall deliver assign to BuyerBuyer the Accounts Receivable (as shown on the books of the Hotel as of the Proration Time), and the Purchase Price shall be increased by an amount equal to the sum of: (1) 95% of the amounts owed from credit card companies pursuant to signed credit card receipts, regardless of whether such credit card receipts have been delivered by Seller to the credit card companies (net of fees payable in connection with the processing of credit card charges), plus (2) 75% of the amount of all other Accounts Receivable past due 90 days or less (excepting, however, amounts due from transient guests for lodging and other items on or promptly the night commencing prior to and ending on the day on which the Proration Time occurs), plus (3) one-half of the amounts due from transient guests for lodging and other items on said night (or, to the extent that such transient guests settle their accounts with a credit card, Seller shall receive 95% of the amount described in this clause (3)). All Accounts Receivable as of the Proration Time for which the Purchase Price is so increased, and all accounts receivable arising out of Hotel operations from and after the Proration Time, shall be the property of Buyer after the Closing, subject to the following reconciliations: (x) on the date that is three (3) months after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning and again on the date that is six (6) months after the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorizationDate, Buyer shall have no obligation to commence pay Seller any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer from and after the Closing on account of the Accounts Receivable in excess of the payment Seller receives at the Closing for the Accounts Receivable (or, with respect to the six-month reconciliation, in excess of payments received by Seller at the Closing and at the three-month reconciliation), and (y) upon completion of the six-month reconciliation, if it is determined that Seller has received payments on account of Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other greater than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received amounts collected by Buyer during after the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated Closing with respect to any Accounts Receivablethereto, then Seller promptly shall be deposited (without offset) by reimburse Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired)excess amount, and Buyer shall use that information in re-assign to Seller the submission right to collect any Accounts Receivable remaining unpaid as of such date. After the Aging Reports to be supplied reconciliations made pursuant to the preceding sentence, there shall be no further adjustment between Seller pursuant to subsection (a) of this Section. (d) and Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. All accounts receivable included within the Purchased Assets of the Asset Selling Entities (ai) arose in the ordinary course of business and were determined in accordance with GAAP, (ii) represent bona fide claims against debtors for sales, leases, licenses and other charges, and (iii) are not subject to any discount, contingency, claim of off-set or recoupment or counterclaim in accordance with GAAP in excess of $25,000 in the aggregate, net of any applicable reserves or allowances as set forth on SCHEDULE 3.31 (including, for purposes hereof, all subschedules annexed hereto which include references to "3.31" in the captions thereof) annexed hereto. The Seller Asset Selling Entities own or owned all right, title and interest in and to such accounts receivable, subject to the Liens described on SCHEDULE 3.11 annexed hereto all of which Liens shall deliver be released at or prior to BuyerClosing. The amount carried for allowances, including, without limitation, markdowns, price protection, bad debt allowance and reserves, are sufficient to provide for any losses which may be sustained on or promptly after realization of the accounts receivable included within the Purchased Assets of the Asset Selling Entities. The aged accounts receivable report of CellStar and its Subsidiaries, and in respect of the Business, delivered by CellStar to Buyer as of September 30, 2006 and attached as SCHEDULE 3.31 (which shall be updated as of a date within ten (10) days prior to the Closing Date) is true, a statement of the Accounts Receivablecomplete and accurate in all material respects. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), All accounts receivable shown in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counselBusiness Financial Statements, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days arising after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentthe Business Financial Statements, which are or were the subject of the Sellers' factoring arrangements relating to its Miami operations ("FACTORING ARRANGEMENTS") arose through the sale of goods which conformed in all respects to the requirements of such Factoring Arrangements and do not, and will not, give rise to any claim for recourse, refund, recoupment or other adjustment and have properly been accounted for as a sale of receivables in accordance with GAAP. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly From and after the Closing DateClosing, a statement of the Accounts Receivable. Buyer Purchaser shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect on a timely basis all accounts receivable reflected in the Accounts Receivable during Net Working Capital of the period beginning Transferred Business on the Closing Date and ending on the 180th day thereafter Statement (the “Collection Period”"Closing Accounts Receivable"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer . The Sellers shall have no obligation the right to commence any cooperate with and assist Purchaser in such Actioncollection efforts. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds Within five (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (155) Business Days of receipt. On after the twentieth (20th) day end of each calendar month during week, Purchaser shall furnish the Collection Period (and, if the Collection Period ends on Sellers with a day other than the last day of a calendar month, within twenty (20) days after expiration complete and detailed statement of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer collected during such calendar week and in any prior calendar weeks with respect to the Closing Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on and a day other than the last day complete and detailed schedule of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular account. As promptly as practicable after the sixtieth (60/th/) day after the Closing, but in no event more than sixty-five (65) days after the Closing, Purchaser shall prepare (or cause to be prepared) and deliver to Parent, a certificate (the "Receivables Certificate") signed by Purchaser's chief financial officer certifying, as of the date the Receivables Certificate is delivered to Parent, as to (i) the amount of Closing Accounts Receivable that Purchaser has collected (the "Collected Closing Accounts Receivable"), (ii) each Closing Account Receivable. Receivable not fully collected by Purchaser or its Affiliates, and (iii) for each Closing Account Receivable not fully collected by Purchaser or its Affiliates, the amount not collected. (b) Any payment received by Buyer during Purchaser (i) at any time following the Collection Period Closing and (ii) from a customer of Purchaser after the Station Closing that was or is also a customer of the Seller Sellers prior to the Closing and that is obligated with respect to any Closing Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account presumptively applied to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) if such accounts receivable shall be promptly remitted by a Closing Accounts Receivable, reflected in the Seller to BuyerReceivables Certificate in accordance with Section 1.7(a). (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer If Purchaser timely delivers to Parent a Receivables Certificate in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer accordance with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredSection 1.7(a), and Buyer shall use that information Receivables Certificate states that the aggregate amount of Collected Closing Accounts Receivable equals less than the amount of accounts receivable (net of reserves) reflected in the submission calculation of Final Net Working Capital of the Aging Reports Transferred Business (the "Minimum Receivables Amount"), then, for 20 days after such delivery of such Receivables Certificate, Purchaser shall provide Parent with reasonable access, during normal business hours and upon reasonable prior notice, to be supplied Purchaser's customers, personnel, properties, books and records related to the Seller pursuant to subsection (a) Business for the purpose of this Sectionconfirming the accuracy of the Receivables Certificate. (d) Buyer Purchaser and Parent shall cooperate in good faith to resolve any disputes with respect to the Seller shall each be entitled during Receivables Certificate, including the sixty (60)-day period following expiration amount of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hoursCollected Closing Accounts Receivables. (e) Following If Purchaser timely delivers to Parent a Receivables Certificate in accordance with Section 1.7(a), and that Receivables Certificate states that the expiration aggregate amount of Collected Closing Accounts Receivable equals less than the Minimum Receivable Amount, on the later of (x) five (5) Business Days after delivery to Parent of such Receivables Certificate and (y) the date on which the Final Net Working Capital of the Collection PeriodTransferred Business has been finally determined pursuant to Section 1.6, neither Buyer nor (i) Parent shall pay to Purchaser the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to amount by which the Seller any amounts subsequently paid to it with respect to any Minimum Receivables Amount exceeds the Collected Closing Accounts Receivable. Within twenty , (20ii) days after expiration of Purchaser shall transfer to Parent all rights to collect the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Closing Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Receivable that are not Collected Closing Accounts Receivable, and Buyer (iii) Purchaser shall otherwise cooperate in good faith with the Seller (at the sole cost and expense Parent's efforts to collect such receivables, including, without limitation, promptly forwarding to Parent any amounts received in respect of the Seller and without taking any actions Closing Accounts Receivable that are not required under Section 6.02(a) above) for the purpose of collecting any outstanding Collected Closing Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after On the Closing Date, the Purchaser shall loan (the "Account Loan") to the Vendor a statement cash sum in an amount equal to $8,805,000 (the "Loan Amount") for a term of 90 days subsequent to the Closing Date (the "Loan Period"), without interest. To the extent the Purchaser collects the Accounts Receivable during the Loan Period, the principal balance of the Account Loan shall be decreased. On the maturity date of the Account Loan, the Vendor shall repay the remaining principal balance of the Account Loan (the "Uncollected Accounts"). Should the Vendor fail to pay such Account Loan on the maturity date thereof, interest shall accrue on the unpaid principal balance of the Account Loan at the simple annual rate of Prime Rate plus 1% from the maturity date until paid in full. (b) Following the Loan Period, the Vendor shall have the right to retain PricewaterhouseCoopers, Toronto to audit the amount of the Uncollected Accounts and to the extent that such audit discloses Uncollected Accounts which were collected by the Purchaser, the Vendor may object in writing (stating with reasonable specificity the reasons for its objections) and then PricewaterhouseCoopers, Toronto and the Vendor, on the one hand, and PricewaterhouseCoopers, California and the Purchaser, on the other hand, shall in good faith make meaningful efforts to agree on the amount of the Uncollected Accounts (which, unless waived by both the Vendor and the Purchaser, shall include a submission by the parties to non-binding evaluative mediation by a qualified mediator in the City of Toronto, Ontario), provided, that if the Purchaser and PricewaterhouseCoopers, Toronto, on the one hand, and the Vendor and PricewaterhouseCoopers, California, on the other hand, are unable to so agree within 30 days after the date of objection, then the Vendor and the Purchaser shall retain the Neutral Auditors to resolve the differences on specific points of disagreement and to provide an opinion on the amount of the Uncollected Accounts. The fees of the Neutral Auditors shall be borne by the parties in inverse proportion to their respective successes in the determinations of the Neutral Auditors, and the decision of the Neutral Auditors shall be conclusive, final and binding upon the Vendor and the Purchaser. The fees and expenses of PricewaterhouseCoopers, Toronto incurred by the Vendor shall be the sole responsibility of the Vendor and the fees and expenses of PricewaterhouseCoopers, California incurred by the Purchaser shall be the sole responsibility of the Purchaser. If the Neutral Auditors determine that there is an amount of Uncollected Accounts which were collected by the Purchaser, then such amount, together with interest thereon at the simple annual rate of Prime Rate plus 1%, from the end of the Loan Period until such amount is paid in full, shall be forthwith paid to the Vendor by the Purchaser. (c) All payments received by the Purchaser, or by the Vendor after the Effective Date, in respect of the Accounts ReceivableReceivable shall be immediately endorsed in the name of the Purchaser and deposited into the Purchaser's bank account up to the Loan Amount in satisfaction of the Purchaser's loan of such amount to the Vendor. Buyer The Purchaser shall use commercially its reasonable commercial efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during as collecting agent on behalf of the period beginning Vendor, at no charge to the Vendor other than reimbursement for any reasonable third party collection expenses. If, after the Purchaser has used reasonable commercial efforts to collect any Accounts Receivable, as collecting agent on behalf of the Vendor, any Accounts Receivable remain outstanding 90 days following the Closing Date and ending on the 180th day thereafter Vendor has repaid the remaining balance of the Account Loan in accordance with (a) above, for an additional 90 days following maturity of the “Collection Period”)Account Loan, in the same manner that Buyer uses Purchaser shall use reasonable commercial efforts to continue to collect its own accounts receivable; providedany payments made in respect of the Uncollected Accounts on behalf of, that Buyer and as agent for, the Vendor and shall remit any such payments to the Vendor forthwith upon receipt thereof. The Vendor shall be not commence entitled to elect to assume all responsibility for the collection of the Uncollected Accounts at any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay time during such additional 90 day period. The Vendor shall reimburse the Purchaser for any expenses incurred by the Purchaser which are payable to third parties to collect in the Accounts Receivable without obtaining the written authorization course of collecting payments made in respect of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such ActionUncollected Accounts. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) The Vendor and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, Purchaser shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received jointly determine which Uncollected Accounts remain collectable by the Seller (other than amounts representing Remitted Payments) pursuant Purchaser on behalf of the Vendor. Following the Closing, the Purchaser shall apply any payments received from account debtors against specific invoices, if identifiable, otherwise, any unidentifiable payments so received from identifiable debtors shall be applied first to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstanceoldest outstanding accounts receivable, until fully paid.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Datecommencement of the Collection Period, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period (the “Collection Period”) beginning on the earlier of the LMA Commencement Date or the Closing Date and ending on the 180th 120th day thereafter (the “Collection Period”)thereafter, in the same manner that Buyer uses to collect its own accounts receivableordinary course of business; provided, however, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have under no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable or not to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) commence litigation or legal action to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivableeffect collection. Any payment received by Buyer during the Collection Period from a customer of the Station Stations that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, Receivable shall be deposited (without offset) by Buyer in the Seller Account on the date of receipt thereof (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer and its Affiliates shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Receivable and Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected promptly refer any disputed Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeSeller. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be presumptively applied by the Seller to the Accounts Receivable accounts receivable for such customer outstanding for the longest amount of time until paid in fulltime, and any the portion of each such Specified Payment Payment, if any, that remains is attributable to accounts receivable that are not Accounts Receivable (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) ), shall be promptly remitted by the Seller to BuyerBuyer in accordance with Section 6.02(c); provided, however, that if, prior to the date hereof, Seller or, after earlier of the LMA Commencement Date or the Closing Date, Seller or Buyer received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then Seller shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen on or before the fifth (155th) Business Day following the receipt by the Seller thereofthereof pursuant to Section 6.02(b). On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable during and a schedule of the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and amount remaining outstanding under each particular account. Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and and/or audit the records maintained by the other party Seller pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (ed) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly immediately pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of Following the Collection Period, Seller may pursue collections of all the Accounts Receivable, and Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, Receivable and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (fe) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer agrees to update the Seller under subsection (a) of this Section will Accounts Receivable aging reports to reflect all Seller lockbox receipts, and the Seller will agrees to cooperate with Buyer to keep the Aging Reports Accounts Receivable age reports current. In addition, Seller shall, on or before the fifth (5th) Business Day following the end of the calendar month in which any of Buyer’s receivables are received by Seller through its lockbox, remit to Buyer such receivable collections. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (hf) If either party Seller fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported thereinthereby, by another mutually-agreeable authoritative source) as in effect from time to time from the date any such amount was due until the date of actual payment. (ig) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstancecircumstance including, but not limited to, any termination of this Agreement pursuant to Section 11.01.

Accounts Receivable. (a) The Seller Following the Closing Date, Purchaser shall deliver use its reasonable best efforts to Buyercollect in full all Receivables of Company sold to Purchaser as part of the Assets. All monies received by Purchaser after the Closing from a party from whom a Receivable is due at the Closing Date shall first be applied to the specific invoice identified by the manufacturer on the payment voucher. If the payment voucher does not indicate the invoice to which it applies, then Purchaser shall call the manufacturer to identify the invoice. If the invoice cannot be identified through any such call, then it shall be applied against the oldest invoice then outstanding for such manufacturer. Any Receivables of Company sold to Purchaser hereunder that are not collected on or promptly before the one hundred eightieth (180th) day after the date of delivery of the goods that gave rise to the Receivable shall be purchased, at Purchaser's election, by Company from Purchaser for the amount of such Receivable. However, such Receivables shall be reduced by (i) any credit balance taken into income by Purchaser in 1996, consistent with Company's past accounting policy of taking into income credits over one year old, relating to (A) all credit balances of Company's vendors outstanding as of December 31, 1995 or (B) credit balances that have arisen for payments by such vendors for invoices that are dated prior to January 1, 1996; and (ii) credits to Purchaser's income in 1996 relating to adjustments to Company's accounts payable assumed by Purchaser under this Agreement, PROVIDED, HOWEVER, that all such foregoing credits shall be reduced by any disallowed credits and bad debt offsets that Purchaser is subject to relating to the Receivables acquired under this Agreement. In addition, Company shall not be required to repurchase any Receivables pursuant to this subsection 4(m) until the cumulative amount subject to such repurchase obligation is at least $20,000. Not later than the fifteenth (15th) day of each full calendar month following the Closing Date, through and including the sixth full calendar month subsequent to the Closing Date, Purchaser shall provide Company with a schedule of all of the Receivables of Company sold to Purchaser as part of the Assets, showing the outstanding balance of each such Receivable. If, after the Closing Date, a statement of the Accounts Receivable. Buyer Purchaser shall use commercially reasonable efforts (without receipt be notified of any additional consideration from dispute as to the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection amount or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means payment of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check orReceivable, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer Purchaser shall furnish Seller with a list (the “Aging Report”) prompt notice thereof to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeCompany. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver collect its own ------------------- Accounts Receivables. (b) For a period of twelve (12) months beginning on the Closing Date, Purchaser may use its own lockbox in the name of "Sky Sites, Inc. d/b/a ▇▇▇▇▇▇▇▇ Airport Advertising" and may notify customers effective with its first ▇▇▇▇▇▇▇▇ of the new lockbox address. (c) Beginning the Closing Date, and on a daily basis thereafter for a period of six months after Closing, and every thirty (30) days for a period of one (1) year after Closing, or at such other times as Seller and Purchaser mutually determine, Seller shall furnish Purchaser with a list of, and pay over to BuyerPurchaser, any and all accounts receivable Seller has collected which are attributable to the operation of the Business on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts . (without receipt of any additional consideration from the Sellerd) to collect the Accounts Receivable during the period beginning on Beginning the Closing Date Date, on a daily basis thereafter for a period of six months after Closing, and ending on the 180th day thereafter every thirty (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel30) days for a period of one (1) year after Closing, or at such other third partytimes as Seller and Purchaser mutually determine, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer Purchaser shall furnish Seller with a list (the “Aging Report”) of, and pay over to show the amounts received by Buyer with respect Seller, any and all accounts receivable Purchaser has collected which are attributable to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer operation of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account Business prior to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hoursClosing Date. (e) Following Seller agrees that Purchaser's auditors may review the expiration Financial Statements of the Collection PeriodBusiness at the Closing Date to review, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any among other materials relating to the Accounts Receivable. Upon expiration of the Collection Periodthings, the Seller may pursue collections allocation of all remaining Accounts Receivable, accounts receivable and Buyer shall otherwise cooperate with the Seller (at the sole cost accounts payable between Purchaser and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableSeller. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Buyer agrees to use commercially reasonable collection practices and efforts consistent at a minimum with the practices and efforts that it uses in the collection of its own accounts receivable, in order to attempt to collect all Accounts Receivable existing as of the Closing Date. All payments received by Buyer on such Accounts Receivable existing as of the Closing Date will be applied to the oldest invoice first. (b) Buyer shall have the right, by written notice (the “Receivable Notice”) to Seller given on or after a date one hundred and twenty (120) days following the Closing Date (the “Repurchase Date”), to require Seller to repurchase for cash and without recourse, within fifteen (15) days of the date of the Receivables Notice, all of the Accounts Receivable of Seller reflected on the books and records of the Seller on the Closing Date that are at the Repurchase Date uncollected. Seller shall deliver repurchase uncollected Accounts Receivable for a purchase price equal to Buyer, on or promptly their aggregate face value and pay for such Accounts Receivable as provided herein. (c) From and after the Closing Date, a statement of Seller or the Accounts Receivable. Shareholders will promptly remit, transfer, assign, and convey to Buyer shall use commercially reasonable efforts any asset (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date including all remittances and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer or otherwise collected with respect to the Accounts Receivable during included in the preceding calendar month Assets and all mail and other communications) that Seller or the Shareholders (oror their successor in interest or assigns) receive or come into the possession, if custody or control of that is intended as payment for or otherwise relates to any such Account Receivable that was included in the Collection Period ends on a day other than the last day of a calendar monthAssts. Until such remittance, the month in which the Collection Period expired) transfer, assignment or conveyance by Seller and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Shareholders, Seller and that is obligated with respect to the Shareholders (and their successors in interest and assigns) will not have any Accounts Receivableright, title or interest in such asset nor shall they be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right entitled to use that collected payment to pay the owed commissions to same but rather they shall hold such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated asset in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding trust for the longest amount benefit of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) From and after the Closing Date, Buyer will promptly remit, transfer, assign and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period convey to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any asset (including remittances and other amounts subsequently paid to it received or otherwise collected with respect to Accounts Receivable not included in the Assets and all mail and other communications) that Buyer (or its successors in interest or assigns) received or comes into the possession, custody or control of that is intended as payment for or otherwise relates to any Accounts Receivablesuch Account Receivable that was not included in the Assets. Within twenty Until such remittance, transfer, assignment or conveyance by Buyer, Buyer (20and its successors in interest and assigns) days after expiration will not have any right, title or interest in such asset nor shall it be entitled to use the same but rather it shall hold such asset in trust for the benefit of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableSeller. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after On the Closing Termination Date, a statement the TRS shall ------------------- purchase from the Lessees, pursuant to an Assignment of Accounts Receivable in the form of Exhibit 3(d) hereto, all guest ledger and city ledger accounts ------------ receivable of the Accounts ReceivableLeased Hotels not more than ninety (90) days past due, after deducting all guest ledger accounts receivable that are (i) disputed by the guest, (ii) for personnel of the Lessees, or (iii) complimentary, and net of all applicable discounts other than credit card discounts not to exceed $1,000.00. Buyer The purchase price for the receivables shall use commercially reasonable efforts (without receipt be the face amount of any additional consideration such receivable, net of the foregoing adjustments and shall be paid by delivery of a promissory note from the Seller) TRS to the Lessees in the principal amount of the purchase price and in the form of Exhibit 3(d)-1. The Lessees will cooperate -------------- with the TRS in collecting all such receivables. Notwithstanding the foregoing, none of the REIT Parties shall be under any obligation to pursue fee-based collection proceedings or institute legal action to collect any such receivables. The TRS will permit the Accounts Receivable during Lessees to pursue the period beginning on collection of guest ledger and city ledger receivables being acquired by the Closing Date TRS from the Lessee as well as guest ledger and ending on the 180th day thereafter city ledger receivables more than ninety (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization 90) days past due as of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated Termination Date which are not being acquired by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptTRS. On April 1, 2002, the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer Lessees will re-purchase all accounts receivable with respect to the Accounts Receivable during Leased Hotels which remain uncollected at April 1, 2002, at the preceding calendar month (orprice paid by the TRS to the Lessees for such receivables. Thereafter, if no further adjustments for accounts receivable shall occur between the Collection Period ends on a day other than TRS and the last day Lessees and upon receipt of a calendar monthpayment in full for any and all accounts receivable re-purchased by the Lessees from the TRS, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer TRS will re-assign all of the Station that was or is also a customer of the Seller and that is obligated its rights with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in such accounts receivable to the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Lessees pursuant to an Assignment of Accounts Receivable in writingthe form of Exhibit 3(d) hereto. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.------------

Accounts Receivable. (a) The At Closing, Seller shall deliver to BuyerBuyer a true, ------------------- correct and complete detailed statement (certified by a duly authorized financial officer of Seller) as of the Closing Date of each Account Receivable. For the one hundred-twenty (120) day period following the Closing Date (the "Collection Period"), Buyer shall, on Seller's behalf, use its commercially ----------------- reasonable efforts to collect such Accounts Receivable in accordance with Buyer's customary billing and collection practices; provided, however, that -------- ------- Buyer shall not commence litigation, employ counsel or promptly engage the services of a collection agency to effect such collection without Seller's prior written consent, nor shall Buyer have any obligation to compromise, adjust, concede or settle any account receivable generated after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of or otherwise grant any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)credit or allowance, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect the collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any Absent written evidence that an account debtor owing an Account Receivable is disputing in good faith any portion of such Account Receivable or that any payment received from such account debtor corresponds to a particular account receivable, any payments received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, such account debtor shall be deposited (without offset) by presumed to represent payment on the most-aged account receivable then owing from such account debtor, whether the account receivable is for the account of Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes or Seller. Any and all such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, collected by Buyer shall promptly advise the Seller thereof and shall return that account to the on Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable 's behalf shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable remitted to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to within five Business Days after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after Upon expiration of the Collection Period, Buyer shall deliver have no further obligation to the Seller all files, records, notes and any other materials relating to collect the Accounts ReceivableReceivable on Seller's behalf. Upon From and after the Closing Date through the expiration of the Collection Period, Seller agrees not to institute legal proceedings or engage the Seller may pursue collections services of all remaining a collection agency to collect any Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and Receivable without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableBuyer's prior written consent. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (ai) The Seller As soon as practicable after the Effective Date hereof, WYZZ shall deliver to Buyer, on or promptly after Nexstar a complete and detailed list of all the Closing Date, a statement rights of WYZZ as of the Effective Date hereof to payment for the sale of advertising time and other goods and services by WYZZ-TV prior to the Effective Date hereof (the "Accounts Receivable"). Buyer During the one hundred eighty (180) day period following the Effective Date (the "Collection Period"), Nexstar shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses usual and ordinary course of business, using Nexstar's credit, sales and other appropriate personnel in accordance with customary practices, which are not required to collect its own accounts receivable; provided, that Buyer shall be not commence any Action include referral to effect collection or employ any a collection agency. Notwithstanding the foregoing, Nexstar shall not be required to institute legal counsel, or other third party, or take proceedings on WYZZ's behalf to enforce the collection of any other extraordinary means of collections or pay Accounts Receivable. Nexstar shall not adjust any expenses to third parties to collect the Accounts Receivable or grant credit with respect thereto without obtaining the WYZZ's written authorization of the Sellerconsent, andand Nexstar shall not pledge, even if the Seller provides secure or otherwise encumber such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to or the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds proceeds therefrom. Within twenty (without offset20) into an account designated by days following the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day end of each full calendar month during the Collection Period (andPeriod, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer Nexstar shall furnish Seller WYZZ with a list (the “Aging Report”) to show the report of all amounts received by Buyer collected, together with its check for payment thereof, with respect to the Accounts Receivable during such month; provided, that Nexstar shall be entitled to retain the preceding calendar month first Three Hundred Ten Thousand Dollars (or$310,000) (the "Working Capital Amount") of amounts collected on the Accounts Receivable for the purpose of funding WYZZ-TV's share of the initial working capital needs of the Stations; provided further, if the Collection Period ends on a day other that not later than the last ninetieth (90th) day following the Effective Date, Nexstar shall pay to WYZZ the excess of the aggregate amount retained pursuant to the immediately preceding proviso over the aggregate reduction in payments otherwise due with respect to the first three months of the Term from WYZZ as a calendar month, result of the month in which the Collection Period expiredproviso to Section 2(g) and the amount remaining outstanding under each particular Account Receivable. hereof. (ii) Any payment payments received by Buyer Nexstar during the Collection Period from a customer of the Station that was or is also a customer of the Seller and any Person that is obligated an account debtor with respect to any account disclosed in the list of Accounts ReceivableReceivable delivered by WYZZ to Nexstar shall be applied (A) first against the invoice, if any, as specified by the account debtor and (B) second against an account disclosed in such list, unless and to the extent that the account is disputed by the account debtor; provided, with respect to clause (B) above, payments on any accounts specified on WYZZ's list which relate to account debtors with respect to which Nexstar also has accounts, shall be deposited (without offset) by Buyer in applied first against the Seller Account (each such payment, a “Specified Payment” and, collectively, oldest accounts of WYZZ and Nexstar. Except to the “Specified Payments”extent resulting from Nexstar's willful breach of the terms of this Section 10(d), unless the customer disputes such Accounts Receivable in writingNexstar shall incur no liability to WYZZ for any uncollected account. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of During the Collection Period, neither Buyer WYZZ nor the Seller any other agent of WYZZ shall have make any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration direct solicitation without Nexstar's written consent of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) account debtors for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. Following the Closing, Buyer shall use its Best Efforts in the Ordinary Course of Business to collect the Purchased Receivables, provided, that, Buyer shall not be required to commence litigation to collect any of the Purchased Receivables. If during the ninety (a90) The days following the Closing Seller receives any payment on a Purchased Receivable, Seller shall deliver give Buyer notice of such receipt and promptly pay the amount received to an account specified by Buyer, on or promptly . If Buyer receives a payment from an account debtor for which there is an outstanding account receivable both before and after the Closing Date, a statement of such payment shall be applied to the Accounts Receivableoldest outstanding invoice(s) not in dispute. Buyer shall use commercially reasonable efforts (without receipt of not encourage any additional consideration from the Seller) account debtor to collect the Accounts dispute any Purchased Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer otherwise offer future discounts with respect to the Accounts nonpayment or dispute of any Purchased Receivable. If after the close of business on the ninetieth (90th) day (or if such day is not a Business Day, the close of business on the next following Business Day) after the Closing (including the Closing Date) any of the Purchased Receivable during remain outstanding and uncollected in whole or in part, Buyer may give Seller notice of those Purchased Receivables (the preceding calendar month (or, if the Collection Period ends on a day other “Resale Receivables”) that Buyer will assign to Seller and Seller will purchase from Buyer. Buyer will give such notice no later than the last close of business on the one hundredth (100th) day of (or if such day is not a calendar monthBusiness Day, the month in which close of business on the Collection Period expirednext following Business Day) after the Closing, with the notice to identify the Resale Receivable by payor and the amount remaining outstanding under each particular Account Receivablepayable. Any payment received by Buyer during Within three (3) Business Days after the Collection Period from a customer date of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivablenotice, Buyer shall promptly advise assign the Resale Receivables to Seller, and Seller thereof and shall return that account to pay Buyer the Seller. Any payments that are made directly to outstanding amount payable of the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discountResale Receivables, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if Buyer collects any Transferred Employee is due a commission for Resale Receivables before such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Periodassignment, Buyer shall deliver to retain the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts amount collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required assign the collected Resale Receivables to be refunded or repaid by the Seller for any circumstanceSeller.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement All accounts receivable of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt Seller that are reflected on the Most Recent Balance Sheet or on the accounting records of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on Company as of the Closing Date and ending on (collectively, the 180th day thereafter (the “Collection Period”), "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means Ordinary Course of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptBusiness. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period)Closing, the Seller shall furnish execute and deliver to the Buyer with a list an assignment of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Seller's Accounts Receivable. Within twenty (20) days after expiration Such assignment shall identify the account debtors and the amounts of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxesrespective accounts being thereby assigned. The Aging Reports submitted by Buyer to may collect all Accounts Receivable existing on the Seller under subsection (a) of this Section will reflect all Seller lockbox receiptsClosing, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to take any actions with respect to such Accounts Receivable. The Seller shall not be refunded obligated to sue ▇▇ otherwise enforce collections of such Accounts Receivable nor be obligated to the Buyer with respect to such Accounts Receivable or repaid by any uncollectible portion thereof, except to the extent Seller receives payment therefor after the date of the Closing. ss.3(s) of the Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Most Recent Balance Sheet, which list sets forth the aging of such Accounts Receivable. Notwithstanding the foregoing, on the Closing, the Buyer shall hold back from the Purchase Price ("Accounts Receivable Holdback") an amount equal to the sum of (i) 10% of any Accounts Receivable outstanding for 45 days or less as of the Closing Date, plus (ii) 100% of any Accounts Receivable outstanding for more than 45 days as of the Closing Date. Both after 90 days following the Closing Date and after 180 days following the Closing Date, the Buyer shall reconcile the Accounts Receivable Holdback with the Accounts Receivable actually collected and shall pay the Seller the sum of (i) the excess of 90% of any Accounts Receivable collected that were outstanding for 45 days or less as of the Closing Date, plus (ii) 100% of any circumstanceAccounts Receivable collected that were outstanding for more than 45 days as of the Closing Date. As an accommodation to Seller, Buyer is assuming the charged off collectibles portion of the Accounts Receivable and will forward to Seller any amounts collected on such accounts, less any costs of such collection.

Accounts Receivable. The following will apply in respect of each Facility: (a) The Seller Kindred and/or the Operator of such Facility shall deliver transfer all right, title and interest in all unpaid accounts receivable less any adjustments for credits due to Buyerthird parties relating to the period prior to the Closing Date as set forth on Schedule 3.03(a) hereto, including, but not limited to, any accounts receivable arising from rate adjustments which relate to the period prior to such Closing Date even if such adjustments occur after such Closing Date, for such Facility to the New Operator of such Facility. As soon as reasonably practicable following the Closing Date, Kindred shall, or shall cause the Operator of such Facility to, update Schedule 3.03 (a) to include all unpaid accounts receivable relating to the period prior to the Closing Date. (b) Prior to the Closing Date, Kindred shall establish a designated account for receipt of all payments from third parties relating to each Facility from and after the Closing Date for a period of thirty (30) days, and the New Operator of such Facility shall have all right, title and interest in proceeds contained in such account. Kindred shall (a) assure that such account is dedicated solely to the receipt of payments from third party payors, (b) instruct the Medicare intermediaries to wire Medicare payments to the dedicated account or immediately deposit into the dedicated account all checks received by Kindred or the Operator of such Facility from the Medicare program, (c) agree not to withdraw any funds from the account and (d) irrevocably instruct the institution maintaining such account to sweep the funds in the account at the end of each business day into an account in the name of, and controlled by, the New Operator or into a lockbox account maintained by or on behalf of the New Operator. Thereafter, at the end of each business day, Kindred and the Operator of a Facility shall forward any payments received from third parties relating to the Facility to the New Operator of the Facility. Within sixty (60) days following the Closing Date, Kindred will perform a reconciliation of all Medicare PIP payments for overpayments, underpayments or promptly provisions for bad debts relating to services performed in June. (c) Payments received by the New Operator after the Closing Date from third party payors, such as Medicare, Medicaid and Veteran's Administration, relating to such Facility shall be handled as follows: (i) If such payments either specifically indicate on the accompanying remittance advice, or if the parties agree, that they relate to the unpaid accounts receivable listed on Schedule 3.03(a), they shall be classified as "Pre-Closing Receipts" and distributed as provided in Section 5.05 hereof. (ii) If such payments indicate on the accompanying remittance advice, or if the parties agree, that they do not relate to the unpaid accounts receivable listed on Schedule 3.03 (a), they shall be retained by the New Operator of such Facility. (iii) If such payments indicate on the accompanying remittance advice, or if the parties agree, that they relate in part to unpaid accounts receivable listed on Schedule 3.03(a), the portion thereof which does not relate to unpaid accounts receivable listed on Schedule 3.03(a) shall be retained by the New Operator of such Facility and the balance shall be classified as "Pre-Closing Receipts" and distributed as provided in Section 5.05 hereof. (d) For a period of ninety (90) days following the Closing Date, unless the remittance advice indicates otherwise, any payments received by the New Operator after the Closing Date from or on behalf of private pay patients with outstanding balances as of such Closing Date will first be used to reduce the patient's pre-Closing Date balances, and as such will be treated as "Pre-Closing Receipts" and distributed as provided in Section 5.05 hereof, with any excess applied to reduce any balances due for services rendered by the New Operator of such Facility after the Closing Date. Thereafter, all payments will be applied to any post-Closing Date balances, and any balance shall be remitted to Kindred or the applicable Operator of such Facility within five (5) days of receipt thereof. If Kindred and the New Operator cannot agree as to which period a private pay patient's remittance applies, Kindred and the New Operator hereby agree to engage an independent auditor to determine the period to which such payment relates. (e) In the event the parties mutually determine that any payment hereunder has been misapplied by the parties, the party which erroneously received said payment shall remit the same to the other within ten (10) days after said determination is made. (f) Each of Florida Institute and/or the New Operator of such Facility shall have the right to inspect all cash receipts, books and records of Kindred and/or the Operator of such Facility in order to confirm compliance with the above. Each of Kindred and the Operator of such Facility shall have the right to inspect all cash receipts, books, and records of Florida Institute and its designated New Operators in order to confirm compliance with the above. Each of Kindred and/or the Operator of a Facility shall provide Florida Institute and/or the New Operator with its accounts receivable aging reports for such Facility for a period of two (2) years after the Closing Date, and Florida Institute and/or the New Operator shall provide Kindred and/or the Operator with its accounts receivable aging reports and detailed daily ledger postings relating to accounts receivable payments for such Facility on a statement quarterly basis for a period of the Accounts Receivable. Buyer shall use commercially reasonable efforts two (without receipt of any additional consideration from the Seller2) to collect the Accounts Receivable during the period beginning on years after the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeDate. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller At the Closing, the Target shall, and the Transferors shall cause the Target to, deliver to Buyerthe Transferee a complete list of the Target's accounts receivable as of the Closing Date (the "Closing Accounts Receivable"), which list shall itemize the Closing Accounts Receivable by customer and account. Such list of Closing Accounts Receivable shall be prepared on or promptly after a basis consistent with the Closing Balance Sheet. Unless otherwise expressly provided herein, the Transferee and the Target shall have the sole right to collect the Closing Accounts Receivable following the Closing Date. No later than one hundred eighty (180) days after the Closing, the Transferee shall prepare and deliver to the Transferors' Representative a statement report setting forth all relevant information concerning the collection of the Closing Accounts ReceivableReceivable during the one hundred eighty (180) day period following the Closing Date (the date such report is delivered being referred to as the "A/R Notification Date"), which report shall include, among other things, (i) a list of all uncollected Closing Accounts Receivable as of the A/R Notification Date ("Uncollected A/R") and (ii) a list of Uncollected A/R for which the Transferors will be required to compensate the Transferee on the terms set forth below (such Uncollected A/R being referred to as "Reimbursable Uncollected A/R"). Buyer Within three (3) business days after the A/R Notification Date, the Transferors shall pay to the Transferee the full amount in cash of all Reimbursable Uncollected A/R. After the Transferee has received from the Transferors the entire amount of all Reimbursable Uncollected A/R, the Transferee shall assign all of its rights in and to the Reimbursable Uncollected A/R to the Transferors and the Transferors shall then, and only then, be entitled to collect such Reimbursable Uncollected A/R and retain the proceeds therefrom. Such Reimbursable Uncollected A/R shall be assigned to the Transferors free and clear of all Security Interests, except for those Security Interests in existence on or prior to the Closing Date. The Transferee shall remit to the Transferors any payments received by it with respect to Reimbursable Uncollected A/R, provided that the Transferee has received from the Transferors the full amount of such Reimbursable Uncollected A/R. Notwithstanding the foregoing, the Transferors shall be relieved of their obligations under this Section 2(d) to the extent that the Transferee and the Target, as applicable, have failed to use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Closing Accounts Receivable during such one hundred eighty (180) day period which, for purposes hereof, shall not involve the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses institution of legal action to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Closing Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Promptly after the later of (x) 120 days from the Closing Date and (y) five Business Days after the determination of the Final Closing Balance Sheet in accordance with Section 1.7 (the "Adjustment Date"), Purchaser shall deliver a written notice (the "Purchaser Receivables Notice") to Seller (after receipt of a report from Seller indicating the amount of Accounts Receivable collected by Seller after the Closing Date) which states either (i) that as of the Adjustment Date Purchaser has not been paid in full in respect of all Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts) outstanding as of the Closing as set forth on the Final Closing Balance Sheet (the "Final Accounts Receivable"), and, accordingly, Purchaser shall be entitled to receive out of the Escrow Fund the excess of (x) the amount of the Final Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts) over (y) the amount of payments actually received by Purchaser or any of its Affiliates in respect of the Final Accounts Receivable (such excess, the "Adjustment Amount"), or (ii) that Purchaser has been paid in full in respect of all Final Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts). Upon receipt of the Purchaser Receivables Notice by Seller, Purchaser and Seller shall promptly prepare and deliver a written notice to Buyerthe Escrow Agent, on in accordance with the terms and conditions of the Escrow Agreement, which restates the information set forth in the Purchaser Receivables Notice (the "Receivables Notice"). Upon receipt of the Receivables Notice, and only if the Receivables Notice indicates that Purchaser is entitled to receive an amount of funds set forth therein pursuant to this Section 4.17, the Escrow Agent shall promptly remit to Purchaser, in exchange for Purchaser's transfer of all unpaid Final Accounts Receivable to Seller, a sum, in immediately available same day funds, equal to the Adjustment Amount. In calculating the Adjustment Amount pursuant to this Section 4.17, payments received by Purchaser or its Affiliates in respect of Final Accounts Receivable before the transfer of any unpaid Final Accounts Receivable to Seller pursuant to this Section 4.17 shall be credited as directed by the account debtor, or if no direction is provided, first to the oldest Final Account Receivable of that customer until all Final Accounts Receivable with respect to 52 54 that customer are paid in full; provided, however, that once Seller receives a non-directed payment from an account debtor, it will promptly forward to Purchaser all payment support information related to such payment for review and, if Purchaser and Seller jointly determine that such non-directed payment should be credited to another Final Accounts Receivable, or to an Accounts Receivable that is recorded after the Closing Date, a statement of such account debtor instead of such account debtor's oldest Final Accounts Receivable, the parties will credit the account of such account debtor accordingly. Further, in calculating the Adjustment Amount pursuant to this Section 4.17, any payments received by Purchaser or its Affiliates in respect of Final Accounts Receivable after the transfer of any Accounts Receivable to Seller pursuant to this Section 4.17 shall be credited as directed by the account debtor. If any unpaid Final Accounts Receivable are, after the transfer of such Final Accounts Receivable by Purchaser to Seller, ultimately collected by Purchaser or its Affiliates, Purchaser shall promptly notify Seller in writing of such collection and will transfer to Seller, in immediately available same day funds, such collected Reimbursed Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from In connection with the Seller) transfer by Purchaser to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization Seller of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any unpaid Final Accounts Receivable, shall be deposited (without offsetPurchaser agrees to execute and cause its Affiliates to execute such assignments, notices and other instruments as are reasonably requested by Seller in order to effectively transfer to Seller or its designee(s) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such unpaid Final Accounts Receivable and vest in writingSeller or its designee(s) all rights in respect thereof. If during Purchaser shall not disclose the Collection Period a dispute arises with regard provisions of this Section 4.17 to any person who is an account included among debtor under the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, however, that if it is acknowledged and agreed that any Transferred Employee is due disclosure made pursuant to applicable law (including any filing made by Purchaser in the Bankruptcy Case) shall not constitute a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder violation of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timethis Section 4.17. (b) Each Specified Payment received by If Purchaser is entitled to receive funds equal to the Seller from Buyer Adjustment Amount pursuant to Section 6.02(a) 4.17(a), an amount equal to the Adjustment Amount, in immediately available same day funds, will promptly be remitted to Purchaser from the Escrow Account in accordance with the terms of the Escrow Agreement; provided, however, that is not specifically designated in writing as a payment no event shall Purchaser be entitled to receive, in the aggregate, funds in excess of a particular invoice the amount held in the Escrow Account, either pursuant to this Section 4.17, pursuant to Section 1.7, pursuant to Section 8.9 or invoices pursuant to any other provision of this Agreement; and, provided further, all payments to Purchaser pursuant to this Section 4.17 shall only be applied made by the Seller to Escrow Agent out of the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerEscrow Account. (c) The At and after such time as Purchaser assumes responsibility for the collection of the Final Accounts Receivable, Purchaser shall use its commercially reasonable efforts to collect all of the Final Accounts Receivable (including, but not limited to, the Reimbursed Accounts Receivable) at their full face value. In addition, so long as Seller has responsibility for the collection of the Final Accounts Receivable pursuant to any Collateral Agreement, Purchaser shall send all Remitted Payments by checkuse its reasonable commercial efforts to assist Seller in collecting any Final Accounts Receivable. Purchaser shall not (i) release, waive or compromise any right in respect of any Final Account Receivable, or at (ii) encourage or facilitate any failure or refusal to pay an Final Account Receivable. Each party hereto shall provide reasonable assistance to the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission collection of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Final Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller To the extent a Transferring Party’s accounts receivables (the “Retained Receivables”) are not already collected under the Chicago TBA with respect to WLUP and the Phoenix TBA with respect to the Emmis Stations, the Recipient Party shall deliver to Buyer, on or promptly after continue the Closing Date, a statement collections for the remainder of the Accounts ReceivableCollection Period (as defined in the applicable TBA). Buyer shall Each Recipient Party will, without charge to the Transferring Party, use commercially reasonable efforts its usual and customary procedures (without receipt of any additional consideration from the Sellerwhich may include referral to a collection agency) to collect the Accounts Receivable during Retained Receivables as the period beginning on Transferring Party’s agent (but Recipient Party will not have any fiduciary obligations with respect thereto) for collection, provided that (i) the Closing Date and ending on the 180th day thereafter (the “Collection Period”)Recipient Party will not be required to commence litigation, in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection employ legal counsel or employ any collection agency, legal counsel, or other third party, or take make any other extraordinary means of collections or pay any expenses collection efforts, and (ii) the Recipient Party’s obligation to third parties to collect act as the Accounts Receivable without obtaining Transferring Party’s agent in the written authorization collection of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after Retained Receivables will terminate upon expiration of the Collection Period), Buyer shall furnish Seller with a list (. For the “Aging Report”) to show purpose of determining amounts collected by the amounts received by Buyer Recipient Party with respect to the Accounts Receivable during Retained Receivables of the preceding calendar month Transferring Party, each payment by an account debtor will be applied to the older or oldest accounts receivable of such account debtor unless the account debtor in writing (or, if the Collection Period ends on a day other than the last day copy of a calendar month, the month in which the Collection Period expiredRecipient Party will provide to the Transferring Party) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each identifies such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof as being in dispute and shall return directs that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall a particular payment be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due applied to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timespecific newer account receivable. (b) Each Specified Payment The Recipient Party shall promptly (but in no event more than three (3) business days after receipt) deliver to the Transferring Party the original checks, or deposit all collections, received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically Recipient Party on account of the Retained Receivable into a bank account designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller Transferring Party under the applicable TBA. The Recipient Party shall deliver a monthly accounting of such collections and deposits to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted Transferring Party by the Seller 5th business day following the last day of the month of collection. A Recipient Party will have no right to Buyersetoff amounts owed under this Agreement by the Recipient Party to the Transferring Party against any amounts owed under this Agreement by such Transferring Party to the Recipient Party. (c) The Seller shall send all Remitted Payments by checkNo Transferring Party will engage in any collection efforts against account debtors under its Retained Receivables, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller except with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied Retained Receivables reassigned to the Seller pursuant to subsection (a) of this SectionTransferring Party as contemplated under the applicable TBA. (d) Buyer and A Recipient Party will not, without the Seller shall each Transferring Party’s prior written consent, compromise or settle for less than full value any of the Transferring Party’s Retained Receivables unless the Recipient Party pays the Transferring Party the full amount of any deficiency. A Recipient Party will be entitled to purchase any Retained Receivable from the Transferring Party for the full amount thereof at any time during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following or at the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.the

Accounts Receivable. (a) The At the Closing, Seller shall designate Buyer as its agent to collect the Accounts Receivable. Seller shall deliver to Buyer, Buyer on or promptly as soon as practicable after the Closing Datedate a complete and detailed statement showing the name, a statement amount and age of each Account Receivable. Subject to and limited by the following, collections of the Accounts ReceivableReceivable will be for the account of Seller. Buyer shall use commercially reasonable efforts (without receipt endeavor in the ordinary course of any additional consideration from the Seller) business to collect the Accounts Receivable during the for a period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a the third full calendar month, within twenty month beginning after the Closing Date (20) days after expiration of the "Collection Period"), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a any customer with an account which is an Account Receivable shall first be applied in reduction of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Account Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes has disputed such Accounts Receivable in writingapplication and directs otherwise. If during On or before the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to 15th day after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth last day of each calendar month during the Collection Period (andPeriod, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller Buyer shall furnish Buyer Seller with a list of , and pay over to Seller, the amounts received directly by Seller collected during such calendar month with respect to the Accounts Receivable during Receivable. Buyer shall provide Seller with a final accounting on or before the preceding calendar month fifteenth (or, if 15th) day following the end of the Collection Period ends on Period. As Seller's agent, Buyer shall not be obligated to use any extraordinary efforts or expend any sums to collect any of the Accounts Receivable or to refer any of such Accounts Receivable to a day other than the last day of a calendar month, the month in which the Collection Period expired)collection agency or to any attorney for collection, and Buyer shall use that information in not make any such referral or compromise, nor settle or adjust the submission amount of any such Account Receivable, except with the Aging Reports approval of Seller. Buyer shall incur no liability to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of for any uncollected account. During the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it without specific agreement with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the contrary, neither Seller under subsection (a) nor its agents shall make any direct solicitation of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports currentAccount Receivable for collection purposes. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller If Buyer elects to purchase the accounts receivable generated by the Business (the "Accounts Receivable"), the Accounts Receivable outstanding as of the Closing Date (the "Purchased Accounts") shall deliver constitute Purchased Assets; otherwise, the Accounts Receivable shall constitute Excluded Assets. Buyer may elect to Buyerpurchase the Purchased Accounts by giving written notice of such election to the Company at any time prior to the completion of the Closing. (b) If Buyer elects to purchase the Purchased Accounts, on or promptly the price for the Purchased Accounts shall be an amount equal to the difference between (i) one hundred percent (100%) of the value of the Purchased Accounts which are less than 120 days old as of the Closing Date, minus (ii) the face amount of the Purchased Accounts which have not been collected within ninety (90) days after the Closing Date (the "Account Purchase Price"). (c) Within fifteen (15) days after the Closing Date, Buyer shall (i) provide to the Company a statement schedule of the Purchased Accounts Receivablesetting forth the amount thereof as of the Closing Date and (ii) pay to Home Title Guaranty Co. as escrow agent (the "Escrow Agent") pursuant to an escrow agreement to be entered into in a form reasonably acceptable to Buyer, the Company and the Escrow Agent an amount equal to fifteen percent (15%) of the amount of the Purchased Accounts that are less than 120 days old as of the Closing Date (the "Account Escrow"). Commencing thirty (30) days after the Closing Date, Buyer shall pay to the Company in three (3) equal consecutive monthly installments an aggregate amount equal to eighty-five percent (85%) of the amount of the Purchased Accounts that are less than 120 days old as of the Closing Date. Buyer shall use commercially reasonable commercial efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization full amount of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such ActionPurchased Accounts. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds Within one hundred five (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20105) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection PeriodClosing Date, Buyer shall deliver to the Seller all filesCompany and the Escrow Agent a statement listing any Purchased Accounts that had not been collected within ninety (90) days after the Closing Date setting forth the amount thereof that had not been collected (the "Uncollected Amount"). In determining the Uncollected Amount, records, notes payments made by a customer which are not designated as applying to a particular obligation (whether in the payment itself or in subsequent communications between the customer and any other materials relating the recipient of the payment) shall be applied first to the Accounts Receivableoldest invoice. Upon expiration the receipt of such notice, the Escrow Agent will distribute to Buyer the Uncollected Amount (but not more than the amount of the Collection PeriodAccount Escrow) and will distribute to the Company the amount, if any, by which the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with Account Escrow exceeds the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableUncollected Amount. (fd) If Buyer acknowledges that has elected to purchase the Seller may maintain all established cash management lockbox arrangements in place at Purchased Accounts, the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller Company shall promptly pay over (but in any event within five (5) business days after receipt thereof) remit to Buyer any monies payment received by the Seller through its lockbox Company on any Purchased Account. Buyer shall promptly (but in any event within five (5) business days after receipt thereof) remit to the Company any payment received on any account receivable of the Company that are intended is not a Purchased Account. If a customer has an account with the Company or Buyer, the Company or Buyer, as the case may be, may treat any payment by such customer as a payment on its account unless the customer has specifically designated such payment as applying to a particular account receivable which is owned by the other Party; provided, if the amount of any undesignated payment is greater than the amount the account receivable then owed by such customer to the Company or the Buyer’s receivables, any excess shall be remitted to the other Party up to the amount of any account receivable then owed by such customer to the other Party. (he) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at Company disagrees with the prime rate (value of the Purchased Accounts or the Uncollected Amount as reported by The Wall Street Journal orBuyer, if not the Company may resort to the dispute resolution procedures in Section 1.7. Until such dispute resolution process is completed, the rights and obligations of the Parties shall be determined based on the value of the Purchased Accounts or the Uncollected Amount as reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentBuyer. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver Buyer acknowledges that all accounts receivable in connection with the operation of the Stations, including but not limited to Buyer, on or promptly after accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date and other broadcast revenues for services performed prior to the Closing Date, a statement shall remain the property of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date Seller and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall not acquire any beneficial right of interest herein or responsibility therefor, with the following exception: for a period of ninety (90) days following the Closing Date, Buyer agrees to use reasonable efforts to collect such accounts receivable in the normal and ordinary course of business and will apply all such amounts collected to the account debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Buyer may be applied to Buyer's account where (i) there is a pre-existing bona fide dispute between Seller and such account debtor with respect to such account or where the account debtor specifically [NYCORP] 35907.1 designates that payment is to be applied to Buyer's account; (ii) Buyer has notified Seller of such dispute or specific designation of payment by the account debtor; and (iii) thirty (30) days have elapsed since the date notice was given by Buyer to Seller and such account remains subject to dispute or such account debtor has not commence any Action rescinded its specific designation of payment. Such obligation and authority shall not extend to effect the institution of litigation, employment of counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections collection unless authorized in writing by Seller. Buyer agrees to cooperate with Seller as to any litigation or pay any expenses to third parties other collection efforts instituted by Seller to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actiondelinquent accounts receivable. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within Within fifteen (15) Business Days of receipt. On days following the twentieth (20th) day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list first three (the “Aging Report”3) to show the amounts received by Buyer with respect months subsequent to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection PeriodClosing Date, Buyer shall deliver to Seller a statement or report showing all such collections effected since the Closing Date, together with a check or draft for the amount of such collections, net of commissions. If at any time Buyer determines that any such accounts are uncollectible, Buyer shall notify Seller of such determination; and upon Seller's written request, and in any event on the 90th day following the Closing Date, Buyer shall furnish or make available to Seller all files, records, notes files and any other materials data relating to the Accounts Receivable. Upon expiration collection efforts of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablerespect to such accounts. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller Immediately prior to Closing, the Company shall deliver distribute to Buyerthe Sellers an undivided interest in the accounts receivable of the Company with respect to the Company’s laundry equipment sales and equipment rental business as of the Closing Date (collectively, on “Accounts Receivable”). On or promptly as soon as practicable after the Closing Date, Sellers’ Representative will prepare and deliver to Buyer a statement setting forth the outstanding Accounts Receivable, including the dates on which payments thereunder are due. Effective upon the Closing, the Sellers hereby appoint Buyer their agent for collection of all of the Accounts ReceivableReceivable as provided herein. Buyer shall use commercially reasonable efforts For a period of ninety (without receipt of any additional consideration from the Seller90) to collect the Accounts Receivable during the period beginning on days following the Closing Date and ending on the 180th day thereafter (the “Collection Period”), Buyer will collect the Accounts Receivable substantially in the same manner and with the same diligence that Buyer uses to collect its own accounts receivable; provided. During the Collection Period, that the Sellers will not undertake, directly or indirectly, the collection of the Accounts Receivable other than pursuant to Buyer’s obligations on Sellers’ behalf under the terms and conditions of this Section 6.05. (b) All amounts received by Buyer during the Collection Period from an account debtor of Accounts Receivable shall be applied first to the Accounts Receivable of such account debtor in the order of their origination, unless the account debtor designates a specific invoice for payment or disputes such Accounts Receivable in writing, in which case the payment of such account debtor shall be applied to the Accounts Receivable as designated by the account debtor. Within fifteen (15) days after the end of each calendar month during the Collection Period, Buyer will deliver to the Sellers’ Representative a report with respect to the collections made with respect to the Accounts Receivable for such month and will remit to the Sellers’ Representative, on behalf of Sellers the total amount so collected during such month. Except for such actions as it would customarily take in the ordinary course, Buyer will not commence be obligated to take any Action to effect collection or employ other actions, including the institution of litigation, the employment of any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller Sellers’ Representative thereof and shall return may (or, if requested by the Sellers’ Representative, will) turn over collection efforts for that account to the SellerSellers’ Representative, on behalf of Sellers. Any payments that are made directly to At the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration end of the Collection Period, neither Buyer nor the Seller collection efforts for all uncollected Accounts Receivable shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay be turned over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) Sellers’ Representative, on behalf of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All Sellers. Any amounts received by Buyer in respect of any Accounts Receivable following the Seller (other than amounts representing Remitted Payments) pursuant Collection Period shall be promptly remitted to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstanceSellers’ Representative.

Accounts Receivable. (a) The Buyer shall pay to Seller shall deliver all amounts collected by or on behalf of Buyer in respect of the Accounts Receivable relating to Buyer, on or promptly all periods prior to the Closing Date within the first one hundred eighty (180) days after the Closing Date, a statement of Date (the “Seller’s Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt ”) as offset by the resolution of any additional consideration open credit disputes pursuant to Sections 1.9(c) and (d). All amounts collected by or on behalf of Buyer from the Seller) Acquired Customers with any obligation to collect Seller included within the Accounts Receivable during shall be applied such that amounts collected from such Acquired Customer shall first be applied to the period beginning on the Closing Date oldest outstanding Accounts Receivable balance attributable to such Acquired Customer, subject to Sections 1.9(c) and ending on the 180th day thereafter (the “Collection Period”d). Seller’s Accounts Receivable, as adjusted pursuant to Sections 1.9(c) and (d), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action paid to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments in cash by wire transfer of immediately available funds to the account information set forth in Schedule 1.9 as follows: (without offseti) into the first installment, paid ninety (90) days following the Closing Date, in an account designated amount equal to all Seller’s Accounts Receivable collected by or on behalf of Buyer since the Closing; and (ii) the second installment, paid one hundred eighty (180) days following the Closing Date, in an amount equal to all Seller’s Accounts Receivable collected by or on behalf of Buyer that was not previously paid by Buyer to Seller in connection with the first installment date; in each case of (the “Seller Account”i) and (ii), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller together with a list (report describing on an account-by-account basis for each Acquired Customer with obligations to Seller included within the “Aging Report”) to show Accounts Receivable the beginning balance, all amounts received by Buyer collected with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar monthsuch Acquired Customer, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectivelyending balance, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard application of amounts collected to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof open receivables and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeall credits applied. (b) Each Specified Payment received For purposes of clarification and not limitation, the parties hereto agree that any Seller’s Accounts Receivable collected by Buyer after one hundred eighty (180) days after the Seller from Closing Date, for any reason other than Buyer pursuant to not acting in good faith compliance with Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices 5.16, shall be applied retained by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The In the event of any claims (whether such claims are made before, on or after the Closing Date) by any Acquired Customer with obligations to Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer included within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during of rights to any credit for services provided by Seller prior to the preceding calendar month Closing or rights to refunds in respect of any period prior to the Closing Date (oreach, if a “Credit Dispute”) that are unresolved as of the Collection Period ends Closing, including those Credit Disputes set forth on a day other than Schedule 3.23(b) (as updated on the last day of a calendar month, the month Closing Date in which the Collection Period expiredaccordance with Section 5.6(b)), Buyer may seek to resolve such Credit Disputes, and Buyer to the extent it does, shall use that information its collection policies and procedures, administered in the submission ordinary course of the Aging Reports business consistent with Buyer’s past practices. The amounts payable by Buyer to be supplied to the Seller pursuant to subsection (aSection 1.9(a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration net of the Collection Period aggregate amount (x) paid to inspect and audit the records maintained any Acquired Customer by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration Buyer post-Closing in respect of the Collection Period, neither Buyer nor the any Credit Disputes that are resolved by Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over pre-Closing but not paid or applied to the applicable Acquired Customer by Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty pre-Closing and/or (20y) days after expiration of the Collection Period, Buyer shall deliver applied as a credit to the account of any Acquired Customer by Buyer post-Closing in respect of any Credit Disputes that are resolved by Seller all files, records, notes and any other materials relating pre-Closing but not paid or applied to the Accounts Receivableapplicable Acquired Customer by Seller pre- Closing. Upon expiration of the Collection PeriodIn addition, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted amounts payable by Buyer to Seller pursuant to Section 1.9(a) shall be net of the Seller under subsection aggregate dollar amount (ax) of this Section will reflect paid to such Acquired Customer by Buyer for all Seller lockbox receipts, and the Seller will cooperate with Credit Disputes resolved by Buyer to keep the Aging Reports current. post-Closing and/or (gy) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended applied as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid credit to the other party pursuant to this Section 6.02, account of such amount shall bear interest at the prime rate Acquired Customer by Buyer for all Credit Disputes resolved by Buyer post-Closing (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.such

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after On the Bus▇▇▇▇▇ Day preceding the Closing Date, the Transferred Company shall deliver to Buyer and each Seller a statement specifying the unpaid accounts receivables of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt Transferred Company that were due and payable as of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on 90th day preceding the Closing Date (collectively, the "90 Day ARs"). On the Closing Date, an amount equal to the 90 Day ARs shall be withheld from the Purchase Price and ending on placed in escrow with Henderson, Franklin, Starnes & Holt, P.A. Until the 180th day thereafter (first anniversary of the “Collection Period”)Closing Da▇▇, in the same manner that Buyer uses to collect ▇▇yer ▇▇▇ll use its commercially reasonable efforts, consistent with its customary collection practices for its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agencywithout compensation, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actioneach 90 Day AR. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to refer any 90 Day AR to a collection agency or an attorney for collection, nor shall it compromise, settle, or adjust any 90 Day AR without receiving the approval of Sellers. Until the first anniversary of the Closing Date, Buyer shall provide to Sellers a detailed monthly statement of the 90 Day ARs showing amounts collected to the date of such monthly statement, and amounts outstanding as of the same date, and, within 15 days of the end of the monthly period covered by such statement, Buyer shall withdraw from escrow and deliver to Sellers an amount equal to the amount of the 90 Day ARs collected during such monthly period. On the first anniversary of the Closing Date, the amount remaining in escrow and not payable to Sellers in accordance with the preceding sentence shall be refunded paid to the Buyer and Buyer shall cause the Transferred Company to assign its right, title and interest to each of the then outstanding 90 Day ARs to the Sellers. Upon such assignment, Sellers may take such action as they deem desirable to collect the outstanding 90 Day ARs from the account debtors, including litigation. All payments or repaid by assignments to be made to the Seller for any circumstanceSellers pursuant to this Section 2.2(c) shall be made to Harper and McNew in the percentages specified in the last sentence of ▇▇▇▇▇▇n 2.2(▇).

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly Within ten (10) days after the Closing DateClosing, the Seller and the Purchaser shall jointly prepare a statement list of the accounts receivable of the Seller relating to the Business in existence as of the close of business on the day before the Closing Date (collectively, the "Closing Accounts Receivable"). Buyer shall use commercially reasonable efforts The --------------------------- amount of such listed Closing Accounts Receivable is referred to herein as the "Closing Accounts Receivable Amount." ----------------------------------- (without receipt of any additional consideration from b) If collections by the Seller) Purchaser with respect to collect the Closing Accounts Receivable during the 120-day period beginning on between the Closing Date and ending on the 180th 120th day thereafter following the Closing Date are less than the Closing Accounts Receivable Amount (such deficit is the “Collection Period”"Uncollected Receivables Amount"), in the same manner that Buyer uses Purchaser shall be entitled to collect its own accounts receivable; receive ------------------------------ from the Holdback, within two (2) Business Days after the determination of the Uncollected Receivables Amount, the Uncollected Receivables Amount (provided, however, that Buyer if the Holdback is less than the Uncollected Receivables Amount, the Seller shall be not commence any Action pay to effect collection or employ any collection agencythe Purchaser, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect within two (2) business days after the Accounts Receivable without obtaining the written authorization determination of the SellerUncollected Receivables Amount, andthe amount by which the Holdback is less than the Uncollected Receivables Amount, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer or delivery of other immediately available funds (without offset) into an account designated funds); provided that if collections by ------------- the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer Purchaser with respect to the Closing Accounts Receivable during the preceding calendar month (or, if 120-day period between the Collection Period ends on a Closing Date and the 120th day other following the Closing Date are greater than the last day of a calendar monthClosing Accounts Receivable Amount (such excess is the "Excess ------ Collections"), the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, Purchaser shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account pay to the Seller. Any payments that are made directly , within two (2) Business ----------- Days after the determination of the Excess Collections, an amount equal to the Seller during the Collection Period relating Excess Collections by wire transfer or delivery of other immediately available funds. Such payment shall be deemed to be an adjustment to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerPurchase Price. (c) The Purchaser agrees to use commercially reasonable efforts, consistent with the efforts and resources it uses to collect its other accounts receivable, to collect all of the Closing Accounts Receivable. The Purchaser shall furnish the Seller with all such records and other information as the Seller may reasonably require to verify the amounts collected by the Purchaser with respect to the Closing Accounts Receivable. The Purchaser shall not be required to retain a collection agency, bring any suit, or take any other action out of the Ordinary Course of Business to collect any of the Closing Accounts Receivable. For a period of 120 days commencing on the Closing Date, the Seller shall send all Remitted Payments cause ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ to perform such functions as directed by checkthe Purchaser, or at including, without limitation, participation in collection of the Closing Accounts Receivable; provided that as long as any Closing Accounts Receivable remain outstanding, and to the extent such activity facilitates the collection of such Closing Accounts Receivable, ▇▇▇ ▇▇▇▇▇▇▇ shall dedicate the necessary portion of his working time (up to and including 100% of his working time) to participation in the collection of such Closing Accounts Receivable. Notwithstanding anything to the contrary contained in this Agreement, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall remain employees of the Seller’s election, shall deposit not be deemed to be employees of the Purchaser, and shall not be entitled to any benefits provided by the Purchaser. The Seller agrees to indemnify and hold harmless the Purchaser with respect to any and all Remitted Payments liabilities (without offsetother than the reimbursement obligation set forth in the immediately following sentence) into an account identified in connection with the services to be performed by Buyer in immediately available funds by wire transfer within fifteen ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇. The Purchaser shall reimburse the Seller for the salaries of ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ during such 120-day period; provided that such salary amounts are consistent with the salary amounts paid during the 12-month period preceding the Closing Date. (15d) Business Day following To the receipt extent that the Purchaser has not collected the full amount of the Closing Accounts Receivable and has been paid by the Seller thereof. On in accordance with Section 2.4(b), the twentieth day Purchaser shall immediately reassign any such uncollected Closing Accounts Receivable to the Seller. (e) In the event that after the Closing Date the Seller shall receive any remittance from or on behalf of each calendar month during any account debtor with respect to any accounts receivable relating to the Collection Period Business (and, if excluding any Closing Accounts Receivable that have already been paid in full by the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection PeriodSeller pursuant to this Section 2.4), the Seller shall furnish Buyer with a list endorse without recourse such remittance to the order of the amounts received directly by Seller with respect Purchaser and forward same to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, Purchaser promptly upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablereceipt thereof. (f) Buyer acknowledges In the event that the Seller may maintain all established cash management lockbox arrangements Purchaser shall receive any remittance from or on behalf of any account debtor with respect to any Closing Accounts Receivable that have already been paid in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received full by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.022.4, the Purchaser shall endorse such amount shall bear interest at remittance to the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date order of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant and forward the same to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstancepromptly upon receipt thereof.

Accounts Receivable. The Purchased Assets shall not include any of the Accounts Receivable of Seller. The Parties agree to the following procedures with respect thereto: (a) The Purchaser shall use its reasonable commercial efforts to collect the Accounts Receivable as agent for Seller which obligation shall continue for 120 days following the Closing Date. Proceeds of such collection received from any customer hereunder (“A/R Collections”) shall be applied by Purchaser first against the oldest Accounts Receivable of such customer unless any such customer expressly directs otherwise. Purchaser shall not be required to commence legal action against any party nor to cease doing business with any customer in connection with this Section 8.9. Seller agrees to reimburse, indemnify and hold harmless Purchaser from and against any and all claims, liabilities and losses (but not normal administrative expenses) whatsoever that may be suffered or incurred by Purchaser to Seller or any third party, including, but not limited to, attorney’s fees, arising out of or incurred with respect to Purchaser’s efforts pursuant to this Section 8.9, except to the extent that any such claims, liabilities or losses arise out of the willful misconduct or gross negligence of Purchaser. (b) Subject to Section 9.7 hereof, Purchaser shall pay all A/R Collections to Seller within five (5) business days after Purchaser shall have identified and applied any A/R Collections on its records. To the extent that Seller or any Affiliate thereof receives any payment from any customer of the Business in respect of goods or services sold by Purchaser after the Closing (i.e., a payment that is not in respect of any Account Receivable), Seller shall deliver pay such funds to BuyerPurchaser within five (5) business days after the identification thereof. During the 120 day collection period contemplated by this Section 8.9, Purchaser shall give Seller a monthly written report on or promptly the status of its collection efforts, and Seller shall also provide a monthly report with respect to all funds received from customers of the Business owing to Purchaser. Each party shall have the right to review all cash receipts and other records of the other party relating to such other party’s obligations under this Section 8.9. Within 30 days following the end of the 120 day period after the Closing Date, a statement the parties shall promptly meet and discuss any open issues under this Section 8.9 and an appropriate means for the Purchaser to continue to collect, or for Seller to assume collection of, the balance of the Accounts ReceivableReceivable not covered by Purchaser’s collection efforts hereunder. Buyer Unless the parties otherwise agree, Purchaser shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send deliver all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period records relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to at such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timetime. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver Buyer acknowledges that all accounts receivable in connection with the operation of the Stations, including but not limited to Buyer, on or promptly after accounts receivable for advertising revenues for programs and announcements performed prior to the Closing Date and other broadcast revenues for services performed prior to the Closing Date, a statement shall remain the property of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date Seller and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall not acquire any beneficial right of interest herein or responsibility therefor, with the following exception: for a period of ninety (90) days following the Closing Date, Buyer agrees to use reasonable efforts to collect such accounts receivable in the normal and ordinary course of business and will apply all such amounts collected to the account debtor's oldest account receivable first, except that any such accounts collected by Buyer from persons who are also indebted to Buyer may be applied to Buyer's account where (i) there is a pre-existing bona fide dispute between Seller and such account debtor with respect to such account or where the account debtor specifically designates that payment is to be applied to Buyer's account; (ii) Buyer has notified Seller of such dispute or specific designation of payment by the account debtor; and (iii) thirty (30) days have elapsed since the date notice was given by Buyer to Seller and such account remains subject to dispute or such account debtor has not commence any Action rescinded its specific designation of payment. Such obligation and authority shall not extend to effect the institution of litigation, employment of counsel or a collection agency or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections collection unless authorized in writing by Seller. Buyer agrees to cooperate with Seller as to any litigation or pay any expenses to third parties other collection efforts instituted by Seller to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Actiondelinquent accounts receivable. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within Within fifteen (15) Business Days of receipt. On days following the twentieth (20th) day end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list first three (the “Aging Report”3) to show the amounts received by Buyer with respect months subsequent to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection PeriodClosing Date, Buyer shall deliver to Seller a statement or report showing all such collections effected since the Closing Date, together with a check or draft for the amount of such collections, net of commissions. If at any time Buyer determines that any such accounts are uncollectible, Buyer shall notify Seller of such determination; and upon Seller's written request, and in any event on the 90th day following the Closing Date, Buyer shall furnish or make available to Seller all files, records, notes files and any other materials data relating to the Accounts Receivable. Upon expiration collection efforts of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablerespect to such accounts. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller (a) Promptly after the later of (x) 120 days from the Closing Date and (y) five Business Days after the determination of the Final Closing Balance Sheet in accordance with Section 1.7 (the "Adjustment Date"), Purchaser shall deliver a written notice (the "Purchaser Receivables Notice") to Buyer, on or promptly Seller (after receipt of a report from Seller indicating the amount of Accounts Receivable collected by Seller after the Closing Date, a statement ) which states either (i) that as of the Adjustment Date Purchaser has not been paid in full in respect of all Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts) outstanding as of the Closing as set forth on the Final Closing Balance Sheet (the "Final Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”"), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even accordingly, Purchaser shall be entitled to receive out of the Escrow Fund the excess of (x) the amount of the Final Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts) over (y) the amount of payments actually received by Purchaser or any of its Affiliates in respect of the Final Accounts Receivable (such excess, the "Adjustment Amount"), or (ii) that Purchaser has been paid in full in respect of all Final Accounts Receivable (net of reserves for doubtful accounts and allowances for valid promotional discounts). Upon receipt of the Purchaser Receivables Notice by Seller, Purchaser and Seller shall promptly prepare and deliver a written notice to the Escrow Agent, in accordance with the terms and conditions of the Escrow Agreement, which restates the information set forth in the Purchaser Receivables Notice (the "Receivables Notice"). Upon receipt of the Receivables Notice, and only if the Seller provides such written authorizationReceivables Notice indicates that Purchaser is entitled to receive an amount of funds set forth therein pursuant to this Section 4.17, Buyer the Escrow Agent shall have no obligation promptly remit to commence any such Action. Buyer shall send Purchaser, in exchange for Purchaser's transfer of all payments received on the unpaid Final Accounts Receivable to Seller, a sum, in immediately available same day funds, equal to the Seller Adjustment Amount. In calculating the Adjustment Amount pursuant to this Section 4.17, payments received by check or, at Buyer’s election, deposit such payments by wire Purchaser or its Affiliates in respect of Final Accounts Receivable before the transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected unpaid Final Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.024.17 shall be credited as directed by the account debtor, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Periodor if no direction is provided, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over first to the Seller any amounts subsequently paid to it oldest Final Account Receivable of that customer until all Final Accounts Receivable with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Periodthat customer are paid in full; provided, Buyer shall deliver however, that once Seller receives a non-directed payment from an account debtor, it will promptly forward to the Seller Purchaser all files, records, notes and any other materials relating payment support information related to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) such payment for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal orreview and, if not reported therein, by Purchaser and Seller jointly determine that such non-directed payment should be credited to another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.Final

Accounts Receivable. Seller’s aged accounts receivable (athe “Aged Accounts”) The are not part of the Property. Prior to Closing, Seller shall perform an audit of its Aged Accounts, which are payable to Seller as of and including the Closing date and shall deliver to BuyerBuyer an itemized list of such Aged Accounts, on or promptly including the amounts due under each Aged Account. Seller may, at its discretion within 5 business days subsequent to Closing, provide an updated audit of its aged accounts, to include any new accounts receivable occurring after the Closing Date, a statement date of the Accounts Receivableoriginal audit. Subsequent to Closing, Buyer shall use commercially reasonable efforts (turn over to Seller, without receipt charge to Seller, all payments of any additional consideration from the Seller) to collect the ’s Aged Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivablecoming into Buyer’s possession; provided, that however Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to undertake any collection efforts with regard to any Aged Accounts, delinquent or otherwise, and Buyer shall not have any liability for failure to collect any Aged Accounts. Open accounts attributed to third party contracts or direct ▇▇▇▇ clients shall be refunded deemed Aged Accounts under this article. The parties shall cooperate in dealing with third party contracts or repaid direct ▇▇▇▇ clients to minimize the adverse impact on such parties or their continuing relationship with the Property. In the event any accounts receivable payments are received by either party, after Closing, where said payments span the Seller for any circumstance.Closing date and include amounts owed to both parties, the receiving party shall promptly notify the other party of its receipt of such payment and all payments made under the terms of this Article arising both prior and subsequent to the Closing date, shall be applied in chronological order starting with the oldest account receivable of such account. Any payments made from one party to the other, under the terms of this Article 10, shall include the supporting documentation of the payment and the proration. Seller(s)______/______ Buyer(s)______/______

Accounts Receivable. With respect to Terex and each of its Subsidiaries, the aggregate of the unpaid portions of Accounts Receivable of such Person that (a) The Seller shall deliver to Buyer, on are not unpaid more than 90 days from the original due date thereof or promptly more than 180 days after the Closing Date, a statement date of the Accounts Receivable. Buyer shall use commercially reasonable efforts original invoice therefor; (without receipt of any additional consideration b) do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivableaccount debtor may be conditional or contingent; provided, however, that Buyer no Account Receivable where the debtor is a dealer of Inventory shall be deemed ineligible solely because such Person has a buy-back arrangement with such account debtor effective upon the termination of such account debtor as a dealer, but upon such termination such dealer's Accounts Receivable shall become ineligible; (c) the account debtor with respect to such Accounts Receivable has not commence asserted a counterclaim, defense or dispute and does not have, and does not engage in transactions that may give rise to, any Action right of setoff against such Accounts Receivable; and (d) such account debtor is not Terex or an Affiliate of Terex; provided, further, that Eligible B Accounts Receivable shall not include any Accounts Receivable with respect to effect collection which the Banks have actual knowledge that such Accounts Receivable do not arise from the actual and bona fide sale and delivery of goods and rendition of services by Terex and its Subsidiaries. Eligible B Inventory. With respect to Terex and each of its Subsidiaries, all Inventory of such Person consisting of (a) finished goods held for resale in the ordinary course of business of any such Person, (b) work in process relating to goods to be held for resale in the ordinary course of business of any such Person, (c) parts held for resale or employ to be incorporated into any collection agencysuch finished goods, legal counseland (d) raw materials for such finished goods. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by a Borrower or any ERISA Affiliate, other than a Multiemployer Plan. Environmental Laws. See Section 7.18(a) hereof. EPA. See Section 7.18(b) hereof. Equity Securities. With respect to any corporation, partnership, trust, unincorporated association, joint venture, limited liability company, or other third partylegal or business entity, all equity securities of such entity, including any (a) common or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Sellerpreferred stock, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice limited or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in fullgeneral partnership interests, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by checkoptions, warrants, or at the Seller’s electionother legal rights to purchase or acquire any equity security, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. or (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hourssecurities convertible into any equity securities. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The As soon as practicable after the Closing, Seller shall deliver to Buyer, on or promptly after the Closing Date, Buyer a statement complete and detailed list of all the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during During the period beginning on the Closing Date and ending on the 180th last day thereafter of the sixth (6th) full calendar month after the Closing Date (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agencyuse commercially reasonable efforts, legal counselas Seller’s agent, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining in the written authorization usual and ordinary course of business, using the SellerStation’s credit, andsales, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check orand other appropriate personnel in accordance with customary practices which may, at Buyer’s electionoption, deposit include referral to a collection agency. Notwithstanding the foregoing, Buyer shall not be required to institute legal proceedings on Seller’s behalf to enforce the collection of any Accounts Receivable. Buyer shall not adjust any Accounts Receivable or grant credit without Seller’s written consent, and Buyer shall not pledge, secure, or otherwise encumber such payments by wire transfer of immediately available funds (without offset) into an account designated by Accounts Receivable or the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receiptproceeds therefrom. On or before the twentieth twelfth (20th12th) business day after the end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish remit to Seller with a list (the “Aging Report”) to show the amounts collections received by Buyer with respect to the Accounts Receivable, together with a report of all amounts collected with respect to the Accounts Receivable during, as the case may be, the period from the Closing or the beginning of such month through the end of such month, less any sales commissions or collection costs incurred by Buyer during the preceding calendar month respective periods with respect to those Accounts Receivable. (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expiredb) and the amount remaining outstanding under each particular Account Receivable. Any payment payments received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and any Person that is obligated an account debtor with respect to any account disclosed in the list of Accounts Receivable delivered by Seller to Buyer shall be applied first to the invoice designated by the account debtor and, if none, such payment shall be applied to the oldest account which is not disputed. Buyer shall incur no liability to Seller for any uncollected account, other than as a result of Buyer’s breach of its obligations under this Section 6.3. Prior to the end of the Collection Period, Seller, or any agent of Seller, shall not make any direct solicitation of the account debtors for payment. After the end of the Collection Period, Seller shall have the right, at its expense, to assist and participate with Buyer in the collection of unpaid Accounts Receivable, provided, however, Seller’s collection efforts shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises commercially reasonable and consistent with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof its past practices and shall return that account not include the institution of legal proceedings without Buyer’s consent (not to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then unreasonably withheld) unless Buyer shall have the right to use that collected payment to pay the owed commissions to instituted its own legal proceedings against such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyeraccount debtor. (c) The Seller shall send all Remitted Payments by check, or at At the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration end of the Collection Period, Buyer shall deliver provide Seller access and the right to copy all files concerning the Seller all files, records, notes and any other materials relating collection or attempts to collect the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with Buyer’s responsibility for the Seller (at the sole cost and expense collection of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableReceivable shall cease. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The At the Effective Time, Seller shall designate Buyer as its agent solely for the purpose of collecting the Accounts Receivable, which relates to services provided prior to the Effective Time (the “Retained A/R”). Seller shall deliver to Buyer, on or promptly immediately after the Closing DateEffective Time, a complete and detailed statement of the Accounts Receivable. Retained A/R. Buyer shall use commercially reasonable efforts (without receipt in the Ordinary Course of any additional consideration from the Seller) Business to collect the Accounts Receivable Retained A/R during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in ) beginning at the same manner that Buyer uses to collect Effective Time and ending on the one hundred twentieth (120th) day following the Effective Time consistent with Buyer’s practices for collection of its own accounts receivable; provided, that . Buyer shall be not commence refer any Action of the Retained A/R to effect a collection agency or employ to an attorney for collection without Seller’s written consent. Except as otherwise provided herein, Buyer shall incur no liability to Seller for any collection agencycollected or uncollected Retained A/R. During the Collection Period, legal counseland provided Buyer is complying with its obligations hereunder, or other third partyneither Seller nor any of its agents, or take without the consent of Buyer, shall make any other extraordinary means direct solicitation of collections or pay any expenses to third parties to collect customers owing the Accounts Receivable without obtaining for collection purposes. (b) Buyer will advise Seller of any counterclaims or set-offs that may arise subsequent to the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation Closing Date with respect to commence any such ActionRetained A/R, and will not compromise or otherwise agree to a reduction in the face amount of any such Retained A/R without the prior written consent of Seller. Buyer shall send all not take any action (nor shall it omit to take any action) that could reasonably be expected to adversely impact the payment of any such Retained A/R. Buyer and Seller further agree that (i) they will not attempt to influence any customer to allocate payment to invoices other than in accordance with this Section 3.04; and (ii) there will be no right of setoff as between Buyer and Seller hereunder with respect to payments received on the Accounts Receivable required to the be made by Buyer to Seller by check orunder this Section 3.04, at Buyer’s election, deposit such payments by wire transfer of immediately available funds except for amounts owed under Section 3.04. (without offsetc) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On or before the twentieth (20th) day following the end of each calendar month in the Collection Period, Buyer shall deposit into an account identified by Sellers the amounts collected during the preceding month of the Collection Period (and, if with respect to the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Retained A/R in immediately available funds by wire transfer to an account designated by Seller. Buyer shall furnish Seller with a list (the “Aging Report”) to show of the amounts received by Buyer collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on Retained A/R and a day other than the last day schedule of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivableaccount. Any payment received by Buyer At any time during the Collection Period from a customer of the Station that was or is also a customer of the Period, Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and and/or audit the records maintained by the other party Buyer pursuant to this Section 6.023.04, upon reasonable advance notice and during normal business hours. (ed) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any no further obligations under this Section 6.023.04, except that Buyer shall promptly immediately pay over to the Seller any amounts subsequently paid to it with respect to any Accounts ReceivableRetained A/R (in accordance with the procedure set forth in the fourth sentence of Section 3.04(c). Within twenty (20) days after expiration of Following the Collection Period, at Seller’s request, Buyer shall assign to Seller and Seller may pursue collections of all the Retained A/R, and Buyer shall deliver to the Seller Sellers all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, Retained A/R and Buyer shall otherwise reasonably cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) Sellers for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.Retained A/R.

Accounts Receivable. (a) The All Accounts Receivable shall remain the property of Seller. Seller hereby authorizes Buyer, however, to collect such receivables for a period of 180 days after the Closing. Seller shall deliver to BuyerBuyer a complete and detailed statement of each account within three days after Closing and Buyer shall use its commercially reasonable efforts, on or promptly after the Closing Dateconsistent with its customary collection practices for its own accounts receivable, without compensation, to collect each Account Receivable during such 180 days. During that period Buyer shall provide to Seller a detailed bi-monthly statement of the Accounts ReceivableReceivable showing amounts collected to the date, and amounts outstanding as of the same date, and, within 15 days of the end of the period covered by such statement, deliver to Seller the Accounts Receivable report and a check for the amounts collected during such period. All payments received by Buyer during the 180-day period following the Closing Date from a person obligated with respect to an Account Receivable shall be applied first to Seller's account and, only after full satisfaction thereof, to Buyer's account; provided, however, that if such person has, in the reasonable opinion of Buyer, a legitimate dispute with respect to such Account Receivable and Buyer also has an account receivable from such person, all payments received by Buyer during the 180-day period following the Closing Date from such person shall be applied first to Buyer's account and only after the earlier to occur of full satisfaction of Buyer's account or resolution of such dispute, to Seller's account. Buyer shall use commercially reasonable efforts (without receipt of not be required to refer any additional consideration from the Seller) Account Receivable to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”)a collection agency or an attorney for collection, in the same manner that Buyer uses to collect its own accounts receivable; providednor shall it compromise, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counselsettle, or other third party, or adjust any Account Receivable having a value in excess of $5,000 without receiving the approval of Seller. Seller shall take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer action with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in such as litigation, until the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a such 180-day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) period. Following the expiration of the Collection Periodsaid 180-day period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over be free to the take such action as Seller any amounts subsequently paid may in its sole discretion determine to it with respect to collect any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts ReceivableReceivable then outstanding. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Datecommencement of the Collection Period, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period (the “Collection Period”) beginning on the Closing Date and ending on the 180th 150th day thereafter (the “Collection Period”)thereafter, in the same manner that Buyer uses to collect its own accounts receivableordinary course of business; provided, however, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have under no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable or not to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) commence litigation or legal action to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivableeffect collection. Any payment received by Buyer during the Collection Period from a customer of the Station Stations that was or is also a customer of the Seller or a High Plains Entity and that is obligated with respect to any Accounts Receivable, Receivable shall be deposited (without offset) by Buyer in the Seller Account on the date of receipt thereof (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller or a High Plains Entity during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer and its Affiliates shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Receivable and Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected promptly refer any disputed Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimeSeller. (b) Each Specified Payment received by the Seller from Buyer or a High Plains Entity pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be presumptively applied by the Seller to the Accounts Receivable accounts receivable for such customer outstanding for the longest amount of time until paid in fulltime, and any the portion of each such Specified Payment Payment, if any, that remains is attributable to accounts receivable that are not Accounts Receivable (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) ), shall be promptly remitted by the Seller to BuyerBuyer in accordance with Section 6.02(c); provided, however, that if, after the Closing Date, Seller or Buyer received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then Seller shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen on or before the fifth (155th) Business Day following the receipt by the Seller thereofthereof pursuant to Section 6.02(b). On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable during and a schedule of the preceding calendar month (or, if the Collection Period ends on a day other than the last day amount remaining outstanding under each particular account. Each of a calendar month, the month in which the Collection Period expired), Seller and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and and/or audit the records maintained by the each other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (ed) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly immediately pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of Following the Collection Period, Seller may pursue collections of all the Accounts Receivable, and Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, Receivable and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (fe) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer agrees to update the Seller under subsection (a) of this Section will Accounts Receivable aging reports to reflect all Seller lockbox receipts, and the Seller will agrees to cooperate with Buyer to keep the Aging Reports Accounts Receivable age reports current. In addition, Seller shall, on or before the fifth (5th) Business Day following the end of the calendar month in which any of Buyer’s receivables are received by Seller through its lockbox, remit to Buyer such receivable collections. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (hf) If either party Seller or Buyer fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported thereinthereby, by another mutually-agreeable authoritative source) as in effect from time to time from the date any such amount was due until the date of actual payment. (ig) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Promptly after the closing, Seller shall deliver furnish to Buyer a list of the Accounts Receivable that arose out of the operations of the Stations as of the close of business on the Closing Date but are due and payable thereafter. For a period of six months after the closing, Buyer, on or promptly as Seller's agent, shall, without compensation, collect the Accounts Receivable for Seller. Within 10 days after the Closing Datelast day of each month during the six-month period, Buyer shall remit to Seller the amount collected by Buyer during that month with respect to the Accounts Receivable and Buyer shall provide Seller with a statement report setting forth the Accounts Receivable collected by Buyer that month. Buyer shall furnish Seller with such records and other information as Seller may reasonably require to verify the amounts collected by Buyer with respect to the Account Receivable. (b) For the purpose of determining amounts collected by Buyer with respect to the Accounts Receivable, (i) in the absence of a dispute between an account debtor and Seller, all payments by an account debtor shall first be applied to Accounts Receivable due from the account debtor, and (ii) any amount received by Buyer which is from an account debtor who claims to have a dispute with Seller shall be applied as follows: first to any Accounts Receivable (or portion thereof) that is not disputed; then to any accounts receivable due Buyer; and finally to any disputed Accounts Receivable. (c) Buyer shall not be required to retain a collection agency, bring any suit, or take any other action out of the ordinary course of business to collect any of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt not compromise, settle or adjust the amount of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization consent of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during promptly remit to Buyer any Account Receivable or account receivable paid by any third party to Seller on or following the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02Closing Date which, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it in accordance with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) and (b) of this Section will reflect all Seller lockbox receiptssection, and the Seller will cooperate with Buyer is payable to keep the Aging Reports currentBuyer. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (ai) The Promptly following the Closing, Seller shall deliver provide an updated Schedule 9(cc) setting forth a detailed list of all of the outstanding Accounts Receivable as of the Closing Date, which list shall include the aging of such Accounts Receivable. Seller shall retain its right, title and interest in and to Buyerall unpaid Accounts Receivable which relate to the period prior to the Closing Date. Purchaser shall do nothing to interfere with any and all rights that Seller or any of its agents or affiliates may have in or with respect to the Accounts Receivable, including but not limited to the right to collect the same and to enforce any and all of their rights with respect to the Accounts Receivables. If Purchaser receives any proceeds with respect to the Seller’s Accounts Receivable, Purchaser will hold such proceeds in trust for Seller and shall promptly turn over those proceeds to Seller without demand, offset or deduction of any kind. All amounts received by Purchaser from parties with respect to whom there is an Account Receivable shall be applied in the manner specified by the payor. If there is no specification by the payor with respect to the application of such amounts, such amounts shall be applied as follows: (i) if the payment is made on or promptly before the date that is thirty (30) days after the Closing Date, a statement the payment shall first be applied to the oldest indebtedness of the Accounts Receivable. Buyer shall use commercially reasonable efforts payor; (without receipt of any additional consideration from ii) if the Sellerpayment is made after the date that is thirty (30) to collect the Accounts Receivable during the period beginning on days after the Closing Date and ending on or before the 180th day thereafter date that is ninety (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (2090) days after expiration the Closing Date, such payment shall be applied first toward current amounts due, and if such payment exceeds any current amounts due, then such excess shall be applied to any past due amounts of the Collection Period)payor, Buyer shall furnish Seller beginning with a list the oldest indebtedness; and (the “Aging Report”iii) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than payment is made after the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and date that is obligated with respect to any Accounts Receivableninety (90) days after the Closing Date, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable payment shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimePurchaser. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. The Purchased Assets shall not include any of the Accounts Receivable of Seller. The Parties agree to the following procedures with respect thereto: (a) The Purchaser shall use its reasonable commercial efforts to collect the Accounts Receivable as agent for Seller which obligation shall continue for 120 days following the Closing Date. Proceeds of such collection received from any customer hereunder ("A/R Collections") shall be applied by Purchaser first against the oldest Accounts Receivable of such customer unless any such customer expressly directs otherwise. Purchaser shall not be required to commence legal action against any party nor to cease doing business with any customer in connection with this Section 8.9. Seller agrees to reimburse, indemnify and hold harmless Purchaser from and against any and all claims, liabilities and losses (but not normal administrative expenses) whatsoever that may be suffered or incurred by Purchaser to Seller or any third party, including, but not limited to, attorney's fees, arising out of or incurred with respect to Purchaser's efforts pursuant to this Section 8.9, except to the extent that any such claims, liabilities or losses arise out of the willful misconduct or gross negligence of Purchaser. (b) Subject to Section 9.7 hereof, Purchaser shall pay all A/R Collections to Seller within five (5) business days after Purchaser shall have identified and applied any A/R Collections on its records. To the extent that Seller or any Affiliate thereof receives any payment from any customer of the Business in respect of goods or services sold by Purchaser after the Closing (i.e., a payment that is not in respect of any Account Receivable), Seller shall deliver pay such funds to BuyerPurchaser within five (5) business days after the identification thereof. During the 120 day collection period contemplated by this Section 8.9, Purchaser shall give Seller a monthly written report on or promptly the status of its collection efforts, and Seller shall also provide a monthly report with respect to all funds received from customers of the Business owing to Purchaser. Each party shall have the right to review all cash receipts and other records of the other party relating to such other party's obligations under this Section 8.9. Within 30 days following the end of the 120 day period after the Closing Date, a statement the parties shall promptly meet and discuss any open issues under this Section 8.9 and an appropriate means for the Purchaser to continue to collect, or for Seller to assume collection of, the balance of the Accounts ReceivableReceivable not covered by Purchaser's collection efforts hereunder. Buyer Unless the parties otherwise agree, Purchaser shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send deliver all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period records relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to at such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timetime. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller Parties acknowledge and agree that all Pre-Closing Accounts Receivable shall deliver to Buyer, on or promptly after remain the Closing Date, a statement property of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from Seller or the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date applicable Selling Entity and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated collected by the Seller (or such Selling Entity after the “Seller Account”)Closing. In the event that, in either case within fifteen (15) Business Days of receipt. On after the twentieth (20th) day of each calendar month during the Collection Period (andClosing, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period Purchaser or its Affiliates receive any payments from a customer of the Station that was or is also a customer of the Seller and that is obligated any obligor with respect to any Pre-Closing Accounts Receivable, shall be deposited then Purchaser shall, within thirty (without offset30) by Buyer in the Seller Account (each calendar days after receipt of such payment, a “Specified Payment” andremit the full amount of such payment to Seller or its applicable Affiliate. In the case of the receipt by Purchaser or its Affiliates of any payment from any obligor of both Seller or its Affiliates, collectivelyon the one hand, and Purchaser or its Affiliates, on the “Specified Payments”)other hand, then, unless the customer disputes otherwise specified by such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivableobligor, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable such payment shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due applied first to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the amounts owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (or its Affiliates with documentation reflecting the payment of commissions excess, if any, remitted to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective TimePurchaser or its Affiliates. (b) Each Specified Payment received In the event that, after the Closing, Seller or any of its Affiliates receives any payments from any obligor with respect to an account receivable of Purchaser or its Affiliates for any period following the Closing, then Seller or its Affiliates shall, within thirty (30) calendar days after receipt of such payment, remit the full amount of such payment to Purchaser or its applicable Affiliate. In the case of the receipt by Seller or its Affiliates of any payment from any obligor of both Seller or its Affiliates, on the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a one hand, and Purchaser or its Affiliates, on the other hand, then, unless otherwise specified by such obligor, such payment of a particular invoice or invoices shall be applied by first to amounts owed to Seller or its Affiliates with the Seller excess, if any, remitted to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerPurchaser or its Affiliates. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offsetIn each case of Sections 17.6(a) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Periodand 17.6(b), the Seller respective receiving Party shall furnish Buyer with a list forward the net amount of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month such payments (ori.e., if the Collection Period ends on a day other than the last day exclusive of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (aVAT) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, Party only if the VAT on such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received payments are owed by the Seller (other than amounts representing Remitted Payments) pursuant receiving Party to this Section 6.02 shall not be required to be refunded or repaid the Tax Authority. If the VAT is owed by the Seller for any circumstancerespective other Party, the receiving Party shall forward the gross amount including VAT.

Accounts Receivable. Borrower will (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement inform Agent immediately of the Accounts rejection of goods, claims made or delay in delivery or performance in regard to any account or contract right upon which Borrower has based availability for Line Advances or if any account receivable previously scheduled, listed or referred to in any certificate, statement or report by Borrower and upon which Borrower is basing availability for Advances under the Line ceases to be an Eligible Receivable. Buyer shall use commercially reasonable efforts ; (without receipt b) adjust the borrowing base calculation under the Line to reduce the availability for Advances under the Line by the amount of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or Borrower is also a customer of the Seller and that is obligated with respect required to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account give Agent notice pursuant to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to foregoing subsection (a) of this Section. and repay any Out-Of-Formula Advance resulting therefrom; (c) make no change in any account upon which Borrower has based availability for Advances under the Line, unless such change is contemporaneously reflected in the borrowing base calculation; (d) Buyer and furnish to Agent all information received by Borrower affecting the Seller shall each be entitled during the sixty (60)-day period following expiration financial standing of the Collection Period any account debtor whose account or contract right has been specifically assigned to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. Agent; (e) Following pay Agent the expiration amount loaned against any account or contract right if the goods are returned by purchaser or the contract is canceled or terminated or adjust the borrowing base calculation to reduce the availability for Advances under the Line by the amount of the Collection Period, neither Buyer nor the Seller shall have such account and repay any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. Out-Of-Formula Advance resulting therefrom; (f) Buyer acknowledges · - - immediately notify Agent if any of its accounts arise out of contracts with the United States or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by Agent in order that all monies due and to become due under such contract shall be assigned to Agent and notice thereof given to the Seller may maintain all established cash management lockbox arrangements Government under the Federal Assignment of Claims Act; (g) deliver to Agent, with appropriate endorsement or assignment, any instrument or chattel paper representing an account or contract right; (h) furnish to Agent satisfactory evidence of the shipment and receipt of any goods specified by Agent and the performance of any services or obligations covered by accounts or contracts in place which Agent has a security interest; and (i) pay Agent the unpaid portion of any account or contract right upon which Borrower has based availability for Advances under the Line if (1) such account is not paid promptly after its maturity, (2) an account debtor does not accept the goods or services, (3) any petition under the Bankruptcy Code or any similar federal or state statute is filed by or against a purchaser, or (4) Agent shall at any time reject the Effective Time for remittance account as unsatisfactory; and until such time payment is made by Borrower, Agent may retain any such account or contract right as security and may charge any deposit account of Borrower for any such amounts. Any permission granted to Borrower by Agent to omit any of the Seller deems it appropriate to close such lockboxesrequirements of this Section 7.27 may be revoked by Agent at any time. The Aging Reports submitted Each Obligor will, if requested by Buyer to the Seller under subsection Agent, (a) give Agent assignments, in form acceptable to Agent, of this Section will reflect all Seller lockbox receiptsspecific accounts or groups of accounts and monies due and to become due under specific contracts and specific general intangibles; (b) furnish to Agent a copy, with such duplicate copies as Agent may request, of the invoice applicable to each account specifically assigned to Agent or arising out of a contract right, bearing a statement that such account has been assigned to Agent and such additional statements as Agent may require; (c) ▇▇▇▇ its records evidencing its accounts in a manner satisfactory to Agent so as to show which accounts have been assigned to Agent; (d) join with Agent in executing a financing statement, notice, affidavit, security agreement, assignment or similar instrument, in form satisfactory to Agent, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended such continuation statements and other instruments as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect Agent may from time to time request and pay the cost of filing the same in any public office deemed advisable by Agent to perfect the liens and security interests granted therein; (e) give Agent such financial statements, reports, certificates, lists of purchasers (showing names, addresses, and amounts owing) and other data concerning its accounts, contracts, collections, inventory, general intangibles and other matters as Agent may from time to time request; (f) segregate cash proceeds of Collateral so that they may be identified readily, and deliver the date same to the Agent at such time or times and in such manner and form as the Agent may direct; (g) furnish such witnesses as may be necessary to establish legal proof of the Collateral or records relating to the Collateral; and (h) obtain from any owner, encumbrancer, processor, or other person having an interest in the property where any Collateral is located, written consent to Agent's removal of the Collateral therefrom, without liability on the part of the Agent to such owner, encumbrancer, processor or other person, or from any such amount was due until owner, encumbrancer, processor or other person such waivers of any interest in the date of actual paymentCollateral as the Agent may require. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. For a period of ninety (a90) The Seller shall deliver to Buyer, on or promptly days after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Commencement Date and ending on the 180th day thereafter (the “Collection Period”), Programmer shall, without charge to Licensee, use commercially reasonable efforts to collect the Stations’ accounts receivable as of the Commencement Date (the “A/R”) in the same manner that Buyer uses ordinary course of business (but without obligation to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection institute proceedings or employ any collection agency, legal counsel, or other third party, or take use any other extraordinary means of collections or pay any expenses to third parties to collect collection) and shall apply all amounts collected from the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable Stations’ account debtors to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an oldest account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”)first, unless the customer account debtor disputes such Accounts Receivable in writing. If during good faith in writing an older account and designates the Collection Period payment to a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Sellernewer account. Any payments that are made directly to the Seller during the Collection Period amounts relating to the Accounts Receivable A/R that are paid directly to Licensee shall be retained by the SellerLicensee, and Licensee shall promptly notify Programmer of any such payments. Buyer Programmer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if A/R and Programmer shall refer any Transferred Employee is due a commission for such collected payments due disputed A/R to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees)Licensee. Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within Within fifteen (15) Business Day following calendar days after the receipt by the Seller thereof. On the twentieth day end of each calendar month during the Collection Period (andwhich Programmer collects any of Licensee’s A/R, if the Collection Period ends on Programmer shall deliver to Licensee a day other than the last day of a calendar report showing A/R collections for such prior month, within twenty (20) days after expiration of the Collection Period)and Programmer shall pay Licensee, without offset, the Seller shall furnish Buyer with a list amount of all such collections. At the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration end of the Collection Period, neither Buyer nor the Seller any remaining A/R shall be returned to Licensee for collection and Programmer shall have any no further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect thereto. Upon termination of this Agreement whereby Licensee retains its status, Programmer shall assign to any Licensee, for collection purposes only, all of Programmer’s accounts receivable from Programmer’s sales of advertising time on the Stations during the Term as of the termination date (“Termination Accounts Receivable”). Within twenty Programmer shall deliver to Licensee within ten (2010) days after expiration such termination (the “Termination Date”) a complete statement of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Termination Accounts Receivable, showing the name, amount and Buyer age of each Termination Account Receivable as of the Termination Date. For a period of ninety (90) days after the Termination Date, Licensee shall otherwise cooperate collect the Termination Accounts Receivable on Programmer’s behalf in accordance with the Seller (at procedures set forth in the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivableabove paragraph. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver Purchaser will use reasonable efforts to Buyer, on or promptly after the Closing Date, a statement collect all accounts receivable of the Business included 1n the Purchased Assets in the ordinary course of the Business. Accounts Receivablereceivable will be deemed to be collected on the basis that the oldest accounts are collected first, unless a payment by a customer corresponds to the specific amount of a particular invoice, in which case, the payment will be applied to that invoice, or unless a customer specifically indicates that a payment is to be applied toward a particular invoice. Buyer shall use commercially reasonable efforts (without receipt Purchaser will provide the Vendor with a written report at the end of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on each month following the Closing Date and ending on of the 180th day thereafter (amount of the “Collection Period”), accounts receivable included in the same manner Purchased Assets which have not been collected from customers to that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timedate. (b) Each Specified Payment received If the amount of the accounts receivable collected by the Seller from Buyer pursuant to Section 6.02(aPurchaser (hereinafter, 1n this section, called the "Collected Amount") that within [number] days following the Closing Date is not specifically designated in writing as a payment less than the book value of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable set forth in the Statement of Purchased Assets and Assumed Liabilities (net of the reserve, if any, reflected in the Statement of Purchased Assets and Assumed Liabilities for bad debts and doubtful accounts) (such customer outstanding for book value being hereinafter, in this section, called the longest amount of "Book Value then the Purchaser will be entitled, by written notice given to the Vendor at any time until paid in fullduring the [number] day period thereafter, to sell and transfer to the Vendor, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectivelyto require the Vendor to repurchase from the Purchaser, the “Remitted Payments”) shall uncollected accounts receivable included in the Purchased Assets for a purchase price equal to the difference between the Collected Amount and the Book Value Amount. At the time of such transfer and repurchase, the Purchaser will execute all documents and do all acts which may be promptly remitted reasonably required by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect Vendor so that such uncollected accounts receivable are validly assigned to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receiptsVendor, and the Seller Vendor will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, Purchaser the amount of the purchase price for such amount shall bear interest at the prime rate (as reported uncollected accounts receivable by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentcertified cheque or bank draft. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver Sellers will execute and deliver, or cause to be executed and delivered, such agreements and instruments and take such other action as Buyer or Buyer, on 's Lender reasonably requests in order to provide that the Accounts Receivable included in the Acquired Assets are conveyed to Buyer free and clear of all Liens arising from or promptly after related to the Closing Date, a statement prior securitization of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(aSellers shall reimburse Buyer, within thirty (30) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding days after Buyer's demand, (i) for the longest amount of time until paid in fullall credits, deductions and offsets taken or claimed by account debtors against Pumps Accounts Receivable, or (ii) for the amount of all understatements of Trade Payables of the portion of the Retained Business Lines relating to fuel pumps and water pumps. Buyer will include with its demand for payment copies of any correspondence from the applicable account debtor or creditor, as the case may be, regarding such credit, deduction or offset or understatement, as the case may be, and any portion of each such Specified Payment other information with respect thereto in Buyer's possession that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to BuyerSellers may reasonably request. (c) The Seller Buyer shall send reimburse Sellers, within thirty (30) days after Sellers' demand, (i) for the amount of all Remitted Payments by checkcredits, deductions and offsets granted to Buyer with respect to Trade Payables of the portion of the Retained Business Lines relating to fuel pumps and water pumps, or at the Seller’s election, shall deposit all Remitted Payments (without offsetii) into an account identified for any amount collected by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day respect of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration Pumps Accounts Receivable in excess of the Collection Period)amount thereof included in determining the Closing Net Book Value; provided, the Seller however, that Sellers shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) indemnify Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration hold Buyer and its Related Persons harmless from and against any and all Liabilities suffered or incurred by Buyer or its Related Persons arising out of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration or resulting from Buyer's reimbursement of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Sellers for such excess collections of Pumps Accounts Receivable. Within twenty (20) days after expiration Seller will include with its demand for payment copies of any correspondence from the Collection Periodapplicable account debtor or creditor, Buyer shall deliver to as the Seller all filescase may be, recordsregarding such credit, notes and any other materials relating to deduction or offset or understatement, as the Accounts Receivable. Upon expiration of the Collection Period, the Seller case may pursue collections of all remaining Accounts Receivablebe, and such other information with respect thereto in Sellers' possession that Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablemay reasonably request. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. For a period of six (a6) The Seller shall deliver to Buyer, on or promptly after months following the day of the Closing Date(the "Collection Period"), a statement each of the Sellers grant to Buyers the exclusive right to collect the accounts receivable of each of the Sellers related to the Business as of the Closing (the "Accounts Receivable"). Buyer shall During such period Buyers agree to use its commercially reasonable efforts (without receipt of any additional consideration from the Seller) consistent with this Section 1.9 to collect the Accounts Receivable during of each of the period beginning Sellers. Buyers shall be entitled to a processing fee of three percent (3%) of the monies collected on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer Accounts Receivable. A record of collections shall be not commence kept by Buyers, which records shall be available to any Action to effect of the Sellers at all reasonable times. During the Collection Period the net proceeds of the collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining shall be utilized for the written authorization payment of the SellerSellers' Accounts Payable, andand to the extent that the Sellers' Accounts Payable or claims for payment for an account payable not originally scheduled on this Agreement but made upon any Buyer (the "Excess AP Claims") exceeded the amount of the AP Holdback for the payment of the Excess AP Claims, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on net collections of the Accounts Receivable shall be held by the Buyers for the payment of the resolution of claims against the Sellers for Excess AP Claims, provided that after the initial two (2) months of the Collection Period, to the Seller by check orextent that the proceeds of the Buyers' net collection of the Accounts Receivable exceeds the then outstanding balance of the Sellers' Accounts Payable plus (i) any Excess AP Claims and (ii) any costs allocations as provided in this Agreement, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated net amount shall be remitted by the Seller (Buyers to the “Seller Account”), in either case each of the Sellers within fifteen (15) Business Days days following the close of receiptthe accounting period for the books and records then applicable to the Accounts Receivable. On Buyers shall be entitled to rely upon each of the twentieth Sellers' listing of an account as a payable that Buyers may pay hereunder unless express written notice is delivered to the Buyers or is noted on the listing provided to the Buyers as a disputed account. To the extent that any accounts payable is a disputed account, the Buyers shall be entitled to treat the amount thereof as an Excess AP Claim until reasonable proof of the resolution of the account in question is submitted to the Buyers. To the extent Buyers receive notice of an account of any of the Sellers which Buyers reasonably believe is a payable, but which is not listed on the listing of Sellers' Accounts Payable, Buyers shall notify the Sellers of such account. Sellers shall, within ten (20th10) days of Buyers' notice, advise Buyers whether such account should be an Excess AP Claim. In the event that the Sellers fail to provide such advice to Buyers within such 10-day period, each of the Sellers hereby waives any objection it may have to the payment of such account as an Excess AP Claim. In the collection of the Accounts Receivable, the first payments received by Buyers from any Customer shall be applied to the payment of the oldest outstanding balance of such Customer's account, except where a Customer is on a COD basis on the day of each calendar month during the Collection Period (and, if Closing or is thereafter converted in good faith to COD by the Collection Period ends Buyers. Payments made to Buyers by any Customer for products sold or services rendered by Buyers on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer COD basis shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect not be applied to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account existed prior to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable Closing, but shall be retained exclusively by Buyers. But in such cases, Buyers agree to use their commercially reasonable efforts to also collect an additional amount to be applied against the Seller. Buyer past due Accounts Receivable but shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due be required to terminate service to a pre-Effective Time sale order, then Buyer shall have the right Customer. Buyers agree to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder notify each of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or Sellers at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends time it places any Customer on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller COD basis but shall furnish Buyer with a list of the amounts received directly by Seller with respect not be required to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have institute legal action for any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivablecollection. Upon expiration of the Collection Period, the Seller obligations of Buyers under this Section shall terminate and uncollected Accounts Receivable may pursue collections be collected by any of all remaining the Sellers utilizing such means as it shall determine, unless the parties agree in writing to a different manner of disposing of collection of such Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense . Collection efforts by any of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 Sellers shall not be required deemed any violation of the Covenant Not to Compete set forth in Section 4.5. Any credits due a Customer and not previously adjusted in the Purchase Price will be refunded or repaid by offset against the Seller for any circumstanceSellers' Accounts Receivable collections.

Accounts Receivable. (a) The At the Closing, Seller shall assign to Buyer, for purposes of collection only, all accounts receivable arising out of the conduct of the business and operations of the Station prior to the Closing Date. Seller shall deliver to BuyerBuyer within ten (10) days after the Closing Date a complete and detailed statement of such accounts receivable for the Station, showing the name, amount and age of each such account receivable, and Buyer shall cause its employees to cooperate with Seller in the preparation of such statement Buyer shall undertake to ▇▇▇▇ such account debtors for any amounts unbilled by Seller by reason of the occurrence of the Closing Date prior to the date on or promptly which Seller normally and customarily would ▇▇▇▇ such account debtors. Buyer shall make reasonable efforts on Seller's behalf to collect the accounts receivable assigned hereunder for a period of one hundred twenty (120) days after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On or before the twentieth tenth (20th10th) day following the end of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within such one hundred twenty (20120) days after expiration of the Collection Period)day period, Buyer shall furnish Seller with a list (the “Aging Report”) of, and pay over to show Seller, the amounts received by Buyer collected during the one hundred twenty (120) day period with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivablesuch accounts receivable. Any payment received by Buyer during the Collection Period one hundred twenty (120) day period from any customer owing any such account receivable shall first be applied ln reduction of such account, unless such customer disputes his obligation therefor, in which case Buyer shall promptly return all records relating to such disputed account to Seller and shall have no further obligation with respect to the collection thereof. On or before the tenth (10th) day following the expiration of such one hundred twenty (120)day period, Buyer shall (i) furnish to Seller an accounting of, and remit to Seller, the amounts collected under such accounts receivable, and (ii) furnish Seller with a customer list of, and shall reassign to Seller, without recourse to Buyer, all of Seller's accounts receivable which then remain uncollected and thereafter Buyer shall have no further obligation under this Section 6. Buyer shall not be obligated to refer any of the Station accounts receivable assigned to it for collection hereunder to a collection agency or to an attorney for collection, and Buyer shall not make any such referral or compromise, nor settle or adjust the amount of any such account receivable, except with the approval of Seller. It is expressly understood and agreed that was or is also a customer of the Seller and that is obligated shall be free to take any action it may deem appropriate with respect to any Accounts Receivableaccount receivable reassigned to it, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust whether before or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Time. (b) Each Specified Payment received by the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Periodone hundred twenty (120) day period, neither Buyer nor the but that Seller shall have not take any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it action with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivableaccount receivable during the 120 day period unless that account has been reassigned to Seller. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual payment. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The At the Closing, Seller shall deliver to Buyer, on or promptly after will designate Buyer as its agent solely for the Closing Date, a statement purposes of collecting the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to will collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter after the Closing Date (the “"Collection Period”), in ") with the same manner that care and diligence Buyer uses with respect to collect its own accounts receivable; provided, that . Buyer shall be not commence make any Action referral or compromise of any of the Accounts Receivable to effect a collection agency or employ attorney for collection and shall not settle or adjust the amount of any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization approval of the Seller, and, even if the Seller provides such written authorization, . If Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into receives monies from an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days debtor of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer an account debtor of the Seller and that is obligated with respect to any Accounts Receivable, Buyer shall credit the sums received to the oldest account due, unless there is a good faith dispute with respect to either account and the account debtor specifically identifies the invoice being paid, in which case any payment by such account debtor shall be deposited (without offset) by Buyer applied in accordance with any remittance advice or instructions from account debtor; provided, however, that to the Seller Account (each extent any amount in excess of the amount of such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivableinvoice is received, Buyer shall promptly advise the Seller thereof and shall return that account credit such amounts received to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the Accounts Receivable shall be retained by the Seller. Buyer shall not discount, offset, adjust or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale order, then Buyer shall have the right to use that collected payment to pay the owed commissions to such Transferred Employees and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer shall be responsible to notify third parties to commence paying Buyer for accounts receivables relating to after the Effective Timeoldest account due. (b) Each Specified Payment received by On or before the Seller from Buyer pursuant to Section 6.02(a) that is not specifically designated in writing as a payment of a particular invoice or invoices shall be applied by fifth business day after the Seller to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in full, and any portion end of each such Specified Payment that remains (each such portion, a “Remitted Payment,” and, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each full calendar month during the Collection Period (andPeriod, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Buyer shall deliver to Seller shall furnish Buyer with a list of the amounts received directly collected by Seller Buyer before the end of such month with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days On or before the fifth business day after expiration the end of the Collection Period, Buyer shall deliver to Seller a list of all of the Accounts Receivable that remain uncollected. (c) Seller all filesshall establish and maintain during the Collection Period (and for as long after the Collection Period as Seller deems appropriate) a bank account at a commercial bank in Union Bank of California, records, notes and any other materials relating to N.A. for the deposit of collections of the Accounts Receivable. Upon Seller shall have sole disbursement authority over each such bank account. Within five business days after collecting any amounts with respect to any of the Accounts Receivable, Buyer shall cause the amount collected to be deposited in the appropriate bank account established by Seller pursuant to this Section 6.7(c). (d) After the expiration of the Collection Period, Buyer shall have no further obligation hereunder other than (1) so long as Seller continues to maintain the bank account established pursuant to Section 6.7(c), to deposit in such account any payments with respect to any of the Accounts Receivable that Buyer subsequently receives, and (2) thereafter, to remit directly to Seller may pursue collections any payments with respect to any of the Accounts Receivable that Buyer subsequently receives. (e) Any Accounts Receivable remaining uncollected 180 days after the Closing Date shall be transferred to Seller, together with all remaining files concerning the collection or attempt to collect such Accounts ReceivableReceivable hereunder, and Buyer shall otherwise cooperate thereafter have no further responsibility with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivablerespect thereto. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate shall have no right to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit set-off any amounts collected and required for Accounts Receivable against any amounts owed to be paid to the other party pursuant to this Section 6.02, such amount shall bear interest at the prime rate (as reported Buyer by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as in effect from time to time from the date any such amount was due until the date of actual paymentSeller. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the retain all Retained Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer which shall be not commence Excluded Assets hereunder. If any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Retained Accounts Receivable is received or collected by Purchaser, then Purchaser shall immediately notify Seller of such receipt and thereafter promptly (and in writing. If during no event more than ten (10) business days after receipt thereof) transmit such payment in full to Seller. (b) At the Collection Period a dispute arises with regard to an account included among Closing, upon the Accounts Receivable, Buyer shall promptly advise the Seller thereof terms and shall return that account subject to the Seller. Any payments that are made directly to the Seller during the Collection Period relating to the conditions of this Agreement, all Assigned Accounts Receivable shall be retained transferred by Seller to Purchaser as part of the SellerAssets. Buyer shall not discount, offset, adjust If any payment with respect to any Assigned Accounts Receivable is received or otherwise compromise any Accounts Receivable; provided, that if any Transferred Employee is due a commission for such collected payments due to a pre-Effective Time sale orderby Seller or either Seller Principal, then Buyer Seller or such Seller Principal, as appropriate, shall have the right immediately notify Purchaser of such receipt and thereafter promptly (and in no event more than ten (10) business days after receipt thereof) transmit such payment in full to use that collected payment Purchaser. (c) Purchaser shall be entitled to pay the owed commissions all operating revenues and related accounts receivable attributable to such Transferred Employees any Assumed Contract and then remit the remainder of the collected Accounts Receivable to Seller (with documentation reflecting the payment of commissions to such Transferred Employees). Buyer any Assumed Project and shall be responsible for the capital expenditures, operating expenses and related accounts payable attributable to notify third parties any Assumed Contract and any Assumed Project up to commence paying Buyer for accounts receivables relating the limits set forth on Schedule 1.1(d) and Schedule 1.1(g), in each case to the extent they relate to the time and are incurred after the Effective Time. (bd) Each Specified Payment received by Neither Purchaser, on the one hand, nor Seller from Buyer pursuant to Section 6.02(a) or either Seller Principal, on the other hand, shall take any actions that is not specifically designated in writing as a interfere with, prejudice or discourage the payment of a particular invoice or invoices shall be applied by the Seller any Accounts Receivables owed to the Accounts Receivable for such customer outstanding for the longest amount of time until paid in fullother party, and any portion of each such Specified Payment that remains (each such portionshall have no right to compromise, a “Remitted Payment,” andreduce, collectively, the “Remitted Payments”) shall be promptly remitted by the Seller to Buyer. (c) The Seller shall send all Remitted Payments by check, offset or at the Seller’s election, shall deposit all Remitted Payments (without offset) into an account identified by Buyer in immediately available funds by wire transfer within fifteen (15) Business Day following the receipt by the Seller thereof. On the twentieth day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), the Seller shall furnish Buyer with a list of otherwise adjust or modify the amounts received directly by Seller with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day or timing of a calendar month, the month in which the Collection Period expired), and Buyer shall use that information in the submission of the Aging Reports to be supplied to the Seller pursuant to subsection (a) of this Section. (d) Buyer and the Seller shall each be entitled during the sixty (60)-day period following expiration of the Collection Period to inspect and audit the records maintained by the other party pursuant to this Section 6.02, upon reasonable advance notice and during normal business hours. (e) Following the expiration of the Collection Period, neither Buyer nor the Seller shall have any further obligations under this Section 6.02, except that Buyer shall promptly pay over to the Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of the Collection Period, Buyer shall deliver to the Seller all files, records, notes and any other materials relating to the Accounts Receivable. Upon expiration of the Collection Period, the Seller may pursue collections of all remaining Accounts Receivable, and Buyer shall otherwise cooperate with the Seller (at the sole cost and expense of the Seller and without taking any actions not required under Section 6.02(a) above) for the purpose of collecting any outstanding Accounts Receivable. (f) Buyer acknowledges that the Seller may maintain all established cash management lockbox arrangements in place at the Effective Time for remittance until such time as the Seller deems it appropriate to close such lockboxes. The Aging Reports submitted by Buyer to the Seller under subsection (a) of this Section will reflect all Seller lockbox receipts, and the Seller will cooperate with Buyer to keep the Aging Reports current. (g) The Seller shall promptly pay over to Buyer any monies received by the Seller through its lockbox that are intended as a payment on Buyer’s receivables. (h) If either party fails to timely remit any amounts collected and required to be paid Receivables owed to the other party pursuant to this Section 6.02without the prior written consent of the owed party, such amount shall bear interest at the prime rate (as reported by The Wall Street Journal or, if not reported therein, by another mutually-agreeable source) as which may be withheld in effect from time to time from the date any such amount was due until the date of actual paymentthat party’s sole discretion. (i) All amounts received by the Seller (other than amounts representing Remitted Payments) pursuant to this Section 6.02 shall not be required to be refunded or repaid by the Seller for any circumstance.